THE STATUTES OF THE REPUBLIC OF SINGAPORE

COMPANIES ACT

(CHAPTER 50)

(Original Enactment: Act 42 of 1967)

REVISED EDITION 2006

(31st October 2006)

Prepared and Published by

THE LAW REVISION COMMISSION
UNDER THE AUTHORITY OF
THE REVISED EDITION OF THE LAWS ACT (CHAPTER 275)

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CHAPTER 50

Companies Act
ARRANGEMENT OF SECTIONS

PART I
PRELIMINARY
Section
1. Short title
2. Division into Parts
3. Repeals
4. Interpretation
5. Definition of subsidiary and holding company
5A. Definition of ultimate holding company
5B. Definition of wholly owned subsidiary
6. When corporations deemed to be related to each other
7. Interests in shares
7A. Solvency statement and offence for making false statement

PART II
ADMINISTRATION OF THIS ACT
8. Administration of Act and appointment of Registrar of
Companies, etc.
8A. Inspection of books of corporation
8B. Power of Magistrate to issue warrant to seize books
8C. Copies of or extracts from books to be admitted in evidence
8D. Destruction, mutilation, etc., of company documents
8E. Saving for advocates and solicitors
8F. Investigation of certain matters
8G. Savings for banks, insurance companies and certain financial
institutions
8H. Security of information
9. Approved liquidators
10. Company auditors
11. Disqualification of liquidators
12. Registers
12A. Electronic transaction system

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12B. Rectification by High Court
12C. Rectification by Registrar on application
12D. Rectification or updating on Registrar’s initiative
13. Enforcement of duty to make returns
14. Relodging of lost registered documents
15. Size, durability and legibility of documents delivered to
Registrar
16. [Repealed]
16A. [Repealed]

PART III
CONSTITUTION OF COMPANIES
Division 1 — Incorporation
17. Formation of companies
18. Private company
19. Registration and incorporation
20. Power to refuse registration
20A. Minimum of one member
21. Membership of holding company
22. Requirements as to constitution
Division 2 — Powers
23. Capacity and powers of company
24. Power of company to provide for employees on cessation of
business
25. Ultra vires transactions
25A. No constructive notice
25B. Power of directors to bind company
25C. Constitutional limitations: transactions with directors or their
associates
25D. Persons connected with director in section 25C
26. General provisions as to alteration of constitution
26A. Power to entrench provisions of constitution of company
27. Names of companies
28. Change of name
29. Omission of “Limited” or “Berhad” in names of limited
companies, other than companies registered under Charities Act
29A. Omission of “Limited” or “Berhad” in names of companies
registered under Charities Act

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30. Registration of unlimited company as limited company, etc.
31. Change from public to private company
32. Default in complying with requirements as to private companies
33. Alterations of objects in constitution
34. Alteration of constitution by company pursuant to repeal and re-
enactment of sections 10 and 14 of Residential Property Act
35. Regulations for company
36. Model constitution
37. Adoption of model constitution
38. As to constitution of companies limited by guarantee
39. Effect of constitution
40. Copies of constitution
41. Ratification by company of contracts made before incorporation
41A. Common seal
41B. Execution of deeds by company
41C. Alternative to sealing
42. [Repealed]
42A. Company or foreign company with a charitable purpose which
contravenes the Charities Act or regulations made thereunder
may be wound up or struck off the register

PART IV
SHARES, DEBENTURES AND CHARGES
43. [Repealed]
44. [Repealed]
45. [Repealed]
45A. [Repealed]
46. [Repealed]
47. [Repealed]
48. [Repealed]
49. [Repealed]
50. [Repealed]
50A. [Repealed]
51. [Repealed]
52. [Repealed]
53. [Repealed]
54. [Repealed]
55. [Repealed]
55A. [Repealed]

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55B. [Repealed]
56. [Repealed]
Division 2 — Restrictions on allotment and commencement of business
57. [Repealed]
58. [Repealed]
59. Restriction on allotment in certain cases
60. Requirements as to statements in lieu of prospectus
61. Restrictions on commencement of business in certain
circumstances
62. Restriction on varying contracts referred to in prospectus, etc.
Division 3 — Shares
62A. No par value shares
62B. Transitional provisions for section 62A
63. Return as to allotments by private companies
63A. Return as to allotments by public companies
63B. Lodgment of documents in relation to allotment
63C. Notice of increase in total amount paid up on shares
64. Rights and powers attaching shares
64A. Issue of shares with different voting rights by public company
65. Differences in calls and payments, etc.
66. Share warrants
67. Use of share capital to pay expenses incurred in issue of new
shares
68. Issue of shares for no consideration
69. [Repealed]
69A. [Repealed]
69B. [Repealed]
69C. [Repealed]
69D. [Repealed]
69E. [Repealed]
69F. [Repealed]
70. Redeemable preference shares
71. Power of company to alter its share capital
72. Validation of shares improperly issued
73. Redenomination of shares
73A. Effect of redenomination
73B. Notice of redenomination
74. Rights of holders of classes of shares

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74A. Conversion of shares
75. Rights of holders of preference shares to be set out in
constitution
76. Company financing dealings in its shares, etc.
76A. Consequences of company financing dealings in its shares, etc.
76B. Company may acquire its own shares
76C. Authority for off-market acquisition on equal access scheme
76D. Authority for selective off-market acquisition
76DA. Contingent purchase contract
76E. Authority for market acquisition
76F. Payments to be made only if company is solvent
76G. Reduction of capital or profits or both on cancellation of
repurchased shares
76H. Treasury shares
76I. Treasury shares: maximum holdings
76J. Treasury shares: voting and other rights
76K. Treasury shares: disposal and cancellation
77. Options over unissued shares
78. Power of company to pay interest out of capital in certain cases
Division 3A — Reduction of share capital
78A. Preliminary
78B. Reduction of share capital by private company
78C. Reduction of share capital by public company
78D. Creditor’s right to object to company’s reduction
78E. Position at end of period for creditor objections
78F. Power of Court where creditor objection made
78G. Reduction by special resolution subject to Court approval
78H. Creditor protection
78I. Court order approving reduction
78J. Offences for making groundless or false statements
78K. Liability of members on reduced shares
Division 4 — Substantial shareholdings
79. Application and interpretation of Division
80. Persons obliged to comply with Division
81. Substantial shareholdings and substantial shareholders
82. Substantial shareholder to notify company of his interests
83. Substantial shareholder to notify company of change in interests

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84. Person who ceases to be substantial shareholder to notify
company
85. References to operation of section 7
86. Persons holding shares as trustees
87. Registrar may extend time for giving notice under this Division
88. Company to keep register of substantial shareholders
89. Offences against certain sections
90. Defence to prosecutions
91. Powers of Court with respect to defaulting substantial
shareholders
92. [Repealed]
Division 5 — Debentures
93. Register of debenture holders and copies of trust deed
94. Specific performance of contracts
95. Perpetual debentures
96. Reissue of redeemed debentures
97. [Repealed]
98. [Repealed]
99. [Repealed]
100. Power of Court in relation to certain irredeemable debentures
101. to 106. [Repealed]
106A. [Repealed]
106B. [Repealed]
106C. [Repealed]
106D. [Repealed]
106E. [Repealed]
106F. [Repealed]
106G. [Repealed]
106H. [Repealed]
106I. [Repealed]
106J. [Repealed]
106K. [Repealed]
106L. [Repealed]
107. [Repealed]
108. [Repealed]
109. [Repealed]
110. [Repealed]
111. [Repealed]
112. [Repealed]

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113. [Repealed]
113A. [Repealed]
114. [Repealed]
115. [Repealed]
116. [Repealed]
117. [Repealed]
118. [Repealed]
119. [Repealed]
120. [Repealed]
Division 7 — Title and transfers
121. Nature of shares
122. Numbering of shares
123. Certificate to be evidence of title
124. Company may have duplicate common seal
125. Loss or destruction of certificates
126. Transfer of shares in private companies
127. Transfer of debentures in private companies
128. Registration of transfer at request of transferor by private
companies
128A. [Repealed]
129. Notice of refusal to register transfer by private companies
130. Transfer of shares and debentures in public companies
130AA. Registration of transfer at request of transferor by public
companies
130AB. Notice of refusal to register transfer by public companies
130AC. Transfer by personal representative
130AD. Certification of prima facie title
130AE. Duties of company with respect to issue of certificates and
default in issue of certificates
Division 8 — Registration of charges
131. Registration of charges
132. Duty to register charges
133. Duty of company to register charges existing on property
acquired
134. Register of charges to be kept by Registrar
135. Endorsement of certificate of registration on debentures
136. Entries of satisfaction and release of property from charge
137. Extension of time and rectification of register of charges

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138. Company to keep copies of charging instruments and register of
charges
139. Documents made out of Singapore
140. Charges, etc., created before 29th December 1967
141. Application of Division

PART V
MANAGEMENT AND ADMINISTRATION
Division 1 — Office and name
142. Registered office of company
143. Office hours
144. Publication of name and registration number
Division 2 — Directors and officers
145. Directors
146. Restrictions on appointment or advertisement of director
147. Qualification of director
148. Restriction on undischarged bankrupt
149. Disqualification of unfit directors of insolvent companies
149A. Disqualification of directors of companies wound up on grounds
of national security or interest
149B. Appointment of directors by ordinary resolution
150. Appointment of directors to be voted on individually
151. Validity of acts of directors and officers
152. Removal of directors
153. [Repealed]
154. Disqualification to act as director on conviction of certain
offences
155. Disqualification for persistent default in relation to delivery of
documents to Registrar
155A. Disqualification for being director in not less than 3 companies
which were struck off within 5-year period
155B. Debarment for default of relevant requirement of this Act
155C. Disqualification under Limited Liability Partnerships Act
156. Disclosure of interests in transactions, property, offices, etc.
157. As to the duty and liability of officers
157A. Powers of directors
157B. Director declarations where company has one director
157C. Use of information and advice

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158. Disclosure of company information by certain directors
159. Power of directors to have regard to interest of its employees,
members and rulings of Securities Industry Council
160. Approval of company required for disposal by directors of
company’s undertaking or property
160A. [Repealed]
160B. [Repealed]
160C. [Repealed]
160D. [Repealed]
161. Approval of company required for issue of shares by directors
162. Loans and quasi-loans to directors, credit transactions and
related arrangements
163. Approval of company required for loans and quasi-loans to, and
credit transactions for benefit of, persons connected with
directors of lending company, etc.
163A. Exception for expenditure on defending proceedings, etc.
163B. Exception for expenditure in connection with regulatory action
or investigation
164. Register of director’s and chief executive officer’s shareholdings
164A. Power to require disclosure of directors’ emoluments
165. General duty to make disclosure
166. [Repealed]
167. [Repealed]
168. Payments to director for loss of office, etc.
169. Provision and improvement of director’s emoluments
170. [Repealed]
171. Secretary
172. Provision protecting officers from liability
172A. Provision of insurance
172B. Third party indemnity
173. Registers of directors, chief executive officers, secretaries and
auditors
173A. Duty of company to provide information on directors, chief
executive officers, secretaries and auditors
173B. Duty of directors, chief executive officers, secretaries and
auditors to provide information to company
173C. Duty of company to keep consents of directors and secretaries
173D. Savings and transitional provisions for existing particulars of
directors, chief executive officers, secretaries and auditors
173E. Self-notification in certain circumstances

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173F. Amendment of register by Registrar
173G. Provision and use of residential address
173H. Penalty for breach under sections 173, 173A, 173B, 173C and
173G
173I. Transitional provisions for old registers of directors, managers,
secretaries and auditors
Division 3 — Meetings and proceedings
174. Statutory meeting and statutory report
175. Annual general meeting
175A. When private company need not hold annual general meeting
176. Convening of extraordinary general meeting on requisition
177. Calling of meetings
178. Right to demand a poll
179. Quorum, chairman, voting, etc., at meetings
180. As to member’s rights at meetings
181. Proxies
182. Power of Court to order meeting
183. Circulation of members’ resolutions, etc.
184. Special resolutions
184A. Passing of resolutions by written means
184B. Requirements for passing of resolutions by written means
184C. Where directors seek agreement to resolution by written means
184D. Members may require general meeting for resolution
184DA. Period for agreeing to written resolution
184E. Company’s duty to notify members that resolution passed by
written means
184F. Recording of resolutions passed by written means
184G. Resolutions of one member companies
185. Resolution requiring special notice
186. Registration and copies of certain resolutions
187. Resolutions at adjourned meetings
188. Minutes of proceedings
189. Inspection of minute books
Division 4 — Register of members kept by public company
189A. Application and interpretation of Division
190. Register and index of members of public companies
191. Where register to be kept
192. Inspection and closing of register

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193. Consequences of default by agent
194. Power of Court to rectify register
195. Limitation of liability of trustee, etc., registered as holder of
shares
196. Branch registers
Division 4A — Electronic register of members kept by Registrar
196A. Electronic register of members
196B. Information to be provided by pre-existing private companies
196C. Application of sections 194 and 195
196D. Maintenance of old register of members
Division 5 — Annual return
197. Annual return by companies
198. Financial year of company

PART VI
FINANCIAL STATEMENTS AND AUDIT
Division 1 — Financial statements
199. Accounting records and systems of control
200. [Repealed]
200A. [Repealed]
201. Financial statements and consolidated financial statements
201A. Certain dormant companies exempted from duty to prepare
financial statements
201AA. Retention of documents laid before company at annual general
meeting
201B. Audit committees
201C. When directors need not lay financial statements before
company
202. Relief from requirements as to form and content of financial
statements and directors’ statement
202A. Voluntary revision of defective financial statements, or
consolidated financial statements or balance-sheet
202B. Registrar’s application to Court in respect of defective financial
statements, or consolidated financial statements and balance-
sheet
203. Members of company entitled to financial statements, etc.
203A. Provision of summary financial statement to members
204. Penalty

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Division 2 — Audit
Section
205. Appointment and remuneration of auditors
205AA. Resignation of non-public interest company auditors
205AB. Resignation of auditor of public interest company or subsidiary
company of public interest company
205AC. Written statement to be disseminated unless application to court
made
205AD. Court may order written statement not to be sent out
205AE. Privilege against defamation
205AF. Appointment of new auditor in place of resigning auditor
205A. Certain companies exempt from obligation to appoint auditors
205B. Dormant company exempt from audit requirements
205C. Small company exempt from audit requirements
205D. Registrar may require company exempt from audit requirements
to lodge audited financial statements
206. Auditors’ remuneration
207. Powers and duties of auditors as to reports on financial
statements
208. Auditors and other persons to enjoy qualified privilege in certain
circumstances
208A. Provisions indemnifying auditors
209. Duties of auditors to trustee for debenture holders
209A. Interpretation of this Part
209B. [Repealed]

PART VII
ARRANGEMENTS, RECONSTRUCTIONS
AND AMALGAMATIONS
210. Power to compromise with creditors, members and holders of
units of shares
211. Information as to compromise with creditors, members and
holders of units of shares of company
211A. Application of sections 211B to 211J, etc.
211B. Power of Court to restrain proceedings, etc., against company
211C. Power of Court to restrain proceedings, etc., against subsidiary
or holding company
211D. Restraint of disposition of property, etc., during moratorium
period
211E. Super priority for rescue financing

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211F. Filing, inspection and adjudication of proofs of debt
211G. Power of Court to order re-vote
211H. Power of Court to cram down
211I. Power of Court to approve compromise or arrangement without
meeting of creditors
211J. Power of Court to review act, omission or decision, etc., after
approval, etc., of compromise or arrangement
212. Approval of compromise or arrangement by Court
213. [Repealed]
214. [Repealed]
215. Power to acquire shares of shareholders dissenting from scheme
or contract approved by 90% majority
215AA. Joint offers
215AB. Effect of impossibility, etc., of communicating or accepting offer
made under scheme or contract
215A. Amalgamations
215B. Amalgamation proposal
215C. Manner of approving amalgamation proposal
215D. Short form amalgamation
215E. Registration of amalgamation
215F. Notice of amalgamation, etc.
215G. Effect of amalgamations
215H. Power of Court in certain cases
215I. Solvency statement in relation to amalgamating company and
offence for making false statement
215J. Solvency statement in relation to amalgamated company and
offence for making false statement
215K. Transfer of money or other consideration paid under terms of
amalgamation to Official Receiver
216. Personal remedies in cases of oppression or injustice
216A. Derivative or representative actions
216B. Evidence of shareholders’ approval not decisive — Court
approval to discontinue action under section 216A

PART VIII
RECEIVERS AND MANAGERS
217. Disqualification for appointment as receiver
218. Liability of receiver
219. Power of Court to fix remuneration of receivers or managers
220. Appointment of liquidator as receiver

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221. Notification of appointment of receiver
222. Statement that receiver appointed
223. Provisions as to information where receiver or manager
appointed
224. Special provisions as to statement submitted to receiver
225. Lodging of accounts of receivers and managers
226. Payments of certain debts out of assets subject to floating charge
in priority to claims under charge
227. Enforcement of duty of receiver, etc., to make returns

PART VIIIA
JUDICIAL MANAGEMENT
227AA. Interpretation of this Part
227A. Application to Court for a company to be placed under judicial
management and for appointment of a judicial manager
227B. Power of Court to make a judicial management order and
appoint a judicial manager
227C. Effect of application for a judicial management order
227D. Effect of judicial management order
227E. Notification of judicial management order
227F. Vacancy in appointment of judicial manager
227G. General powers and duties of judicial manager
227H. Power to deal with charged property, etc.
227HA. Super priority for rescue financing
227I. Agency and liability for contracts
227J. Vacation of office and release
227K. Information to be given by and to judicial manager
227L. Company’s statement of affairs
227M. Statement of proposals
227N. Consideration of proposals by creditors’ meeting
227O. Committee of creditors
227P. Duty to manage company’s affairs, etc., in accordance with
approved proposals
227Q. Duty to apply for discharge of judicial management order
227R. Protection of interests of creditors and members
227S. Trade union representation on behalf of members who are
creditors and employees of a company
227T. Undue preference in case of judicial management
227U. Delivery and seizure of property

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227V. Duty to co-operate with judicial manager
227W. Inquiry into company’s dealings, etc.
227X. Application of certain provisions in Parts VII and X to a
company under judicial management

PART IX
INVESTIGATIONS
228. Application of this Part
229. Interpretation
230. Power to declare company or foreign company
231. Appointment of inspectors for declared companies
232. Investigation of affairs of company by inspectors at direction of
Minister
233. As to reports of inspectors
234. [Repealed]
235. Investigation of affairs of related corporation
236. Procedure and powers of inspector
237. As to costs of investigations
238. Report of inspector to be admissible in evidence
239. Powers of inspector in relation to a declared company
240. Suspension of actions and proceedings by declared company
241. Winding up of company
242. Penalties
243. Appointment and powers of inspectors to investigate ownership
of company
244. Power to require information as to persons interested in shares or
debentures
245. Power to impose restrictions on shares or debentures
246. Inspectors appointed in other countries

PART X
WINDING UP
Division 1 — Preliminary
247. Modes of winding up
248. Application of this Division
249. Government bound by certain provisions
250. Liability as contributories of present and past members
251. Nature of liability of contributory

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252. Contributories in case of death of member
Division 2 — Winding up by Court
Subdivision (1) — General
253. Application for winding up
254. Circumstances in which company may be wound up by Court
255. Commencement of winding up
256. Payment of preliminary costs, etc.
257. Powers of Court on hearing winding up application
258. Power to stay or restrain proceedings against company
259. Avoidance of dispositions of property, etc.
260. Avoidance of certain attachments, etc.
261. Winding up application to be lis pendens
262. Copy of order to be lodged, etc.
Subdivision (2) — Liquidators
263. Appointment, style, etc., of liquidators
264. Provisions where person other than Official Receiver is
appointed liquidator
265. Control of unofficial liquidators by Official Receiver
266. Control of Official Receiver by Minister
267. Provisional liquidator
268. General provisions as to liquidators
269. Custody and vesting of company’s property
270. Statement of company’s affairs to be submitted to Official
Receiver
271. Report by liquidator
272. Powers of liquidator
273. Exercise and control of liquidator’s powers
274. Payment by liquidator into bank
275. Release of liquidators and dissolution of company
276. As to orders for release or dissolution
Subdivision (3) — Committees of inspection
277. Meetings to determine whether committee of inspection to be
appointed
278. Constitution and proceedings of committee of inspection
Subdivision (4) — General powers of Court
279. Power to stay winding up

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280. Settlement of list of contributories and application of assets
281. Payment of debts due by contributory, to company, and extent to
which set-off allowed
282. Appointment of special manager
283. Claims of creditors and distribution of assets
284. Inspection of books and papers by creditors and contributories
285. Power to summon persons connected with company
286. Power to order public examination of promoters, directors, etc.
287. Power to arrest absconding contributory, director or former
director
288. Delegation to liquidator of certain powers of Court
289. Powers of Court cumulative
Division 3 — Voluntary winding up
Subdivision (1) — Introductory
290. Circumstances in which company may be wound up voluntarily
291. Provisional liquidator
292. Effect of voluntary winding up
293. Declaration of solvency
Subdivision (2) — Provisions applicable only
to members’ voluntary winding up
294. Liquidator
295. Duty of liquidator to call creditors’ meeting in case of
insolvency
Subdivision (3) — Provisions applicable only
to creditors’ voluntary winding up
296. Meeting of creditors
297. Liquidator
298. Committee of inspection
299. Property and proceedings
Subdivision (4) — Provisions applicable to
every voluntary winding up
300. Distribution of property of company
301. Appointment of liquidator
302. Removal of liquidator
303. Review of liquidator’s remuneration
304. Act of liquidator valid, etc.
305. Powers and duties of liquidator

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306. Power of liquidator to accept shares, etc., as consideration for
sale of property of company
307. Annual meeting of members and creditors
308. Final meeting and dissolution
309. Arrangement when binding on creditors
310. Application to Court to have questions determined or powers
exercised
311. Costs
312. Limitation on right to wind up voluntarily
Division 4 — Provisions applicable to
every mode of winding up
Subdivision (1) — General
313. Books to be kept by liquidator
314. Powers of Official Receiver where no committee of inspection
315. Appeal against decision of liquidator
316. Notice of appointment and address of liquidator
317. Liquidator’s accounts
318. Liquidator to make good defaults
319. Notification that a company is in liquidation
320. Books and papers of company and liquidator
321. Investment of surplus funds on general account
322. Unclaimed assets to be paid to Official Receiver
322A. Outstanding assets of company wound up on grounds of national
security or interest
323. Expenses of winding up where assets insufficient
324. Resolutions passed at adjourned meetings of creditors and
contributories
325. Meetings to ascertain wishes of creditors or contributories
326. Special commission for receiving evidence
Subdivision (2) — Proof and ranking of claims
327. Proof of debts
328. Priorities
Subdivision (3) — Effect on other transactions
329. Undue preference
330. Effect of floating charge
331. Liquidator’s right to recover in respect of certain sales to or by
company

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332. Disclaimer of onerous property
333. Interpretation
334. Restriction of rights of creditor as to execution or attachment
335. Duties of bailiff as to goods taken in execution
Subdivision (4) — Offences
336. Offences by officers of companies in liquidation
337. Inducement to be appointed liquidator
338. Penalty for destruction, falsification, etc., of books
339. Liability where proper accounts not kept
340. Responsibility for fraudulent trading
341. Power of Court to assess damages against delinquent officers,
etc.
342. Prosecution of delinquent officers and members of company
Subdivision (5) — Dissolution
343. Power of Court to declare dissolution of company void
344. Power of Registrar to strike defunct company off register
344A. Striking off on application by company
344B. Withdrawal of application
344C. Objections to striking off
344D. Application for administrative restoration to register
344E. Registrar’s decision on application for administrative restoration
344F. Registrar may restore company deregistered by mistake
344G. Effect of restoration
344H. Retention of books and papers upon striking off
345. Official Receiver to act as representative of defunct company in
certain events
346. Outstanding assets of defunct company to vest in Official
Receiver
347. Disposal of outstanding interests in property
348. Liability of Official Receiver and Government as to property
vested in Official Receiver
349. Accounts and audit
Division 5 — Winding up of
unregistered companies
350. Definition of unregistered company
351. Winding up of unregistered companies
352. Contributories in winding up of unregistered company
353. Power of Court to stay or restrain proceedings

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2006 Ed. Companies CAP. 50 20
Section
354. Outstanding assets of defunct unregistered company
Division 6 — Adoption of UNCITRAL Model Law on Cross-Border Insolvency
354A. Interpretation of this Division
354B. Model Law to have force of law
354C. Interaction with Singapore insolvency law

PART XA
TRANSFER OF REGISTRATION
355. Foreign corporate entities to which this Part applies
356. Interpretation of this Part
357. Names of companies to be registered under this Part
358. Application for registration
359. Registration
360. When registration must be refused
361. Effect of registration
362. Revocation of registration
363. Duty of company to register pre-existing charges
364. Duties of company with respect to issue of certificates
364A. Regulations

PART XI
VARIOUS TYPES OF COMPANIES, ETC.
Division 2 — Foreign companies
365. Foreign companies to which this Division applies
366. Interpretation of this Division
367. Power of foreign companies to hold immovable property
368. Documents, etc., to be lodged by foreign companies having
place of business in Singapore
368A. Duty of directors and authorised representatives to provide
information to foreign company
368B. Savings and transitional provisions for existing particulars of
directors and authorised representatives
369. Power to refuse registration of a foreign company in certain
circumstances
370. As to registered office and authorised representatives of foreign
companies
370A. Alternate address

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21 CAP. 50 Companies 2006 Ed.

Section
371. Transitory provisions
372. Return to be filed where documents, etc., altered
373. Financial statements
374. [Repealed]
375. Obligation to state name of foreign company, whether limited,
and country where incorporated
376. Service of document
377. Cesser of business in Singapore
377A. Application for administrative restoration of foreign company to
register
377B. Registrar’s decision on application for administrative restoration
of foreign company
377C. Registrar may restore foreign company deregistered by mistake
377D. Effect of restoration of foreign company
378. Restriction on use of certain names
379. Register of members of foreign companies
380. Contents of register and index of members of foreign companies
381. Register to be prima facie evidence
382. Certificate as to shareholding
383. No civil proceedings to be brought in respect of bearer shares or
share warrants
384. Application of provisions of Act
385. [Repealed]
386. Penalties

PART XIA
REGISTER OF CONTROLLERS AND NOMINEE
DIRECTORS OF COMPANIES
386AA. Application of this Part
386AB. Interpretation of this Part
386AC. Meaning of “registrable”
386AD. State of mind of corporation, unincorporated association, etc.
386AE. Meaning of “legal privilege”
386AF. Register of controllers
386AG. Duty of company and foreign company to investigate and obtain
information
386AH. Duty of company and foreign company to keep information
up-to-date
386AI. Duty of company and foreign company to correct information

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2006 Ed. Companies CAP. 50 22
Section
386AJ. Controller’s duty to provide information
386AK. Controller’s duty to provide change of information
386AL. Nominee directors
386AM. Power to enforce
386AN. Central register of controllers
386AO. Codes of practice, etc.
386AP. Exemption

PART XII
GENERAL
Division 1 — Enforcement of this Act
386A. Interpretation
387. Service of documents on company
387A. Electronic transmission of notices of meetings
387B. Electronic transmission of documents
387C. Electronic transmission in accordance with constitution, etc.
388. Security for costs
389. As to rights of witnesses to legal representation
390. Disposal of shares of shareholder whose whereabouts unknown
391. Power to grant relief
392. Irregularities
393. Privileged communications
394. Production and inspection of books or papers where offence
suspected
395. Form of company records
396. Duty to take precautions against falsification
396A. Inspection of records
397. Translations of instruments, etc.
398. Certificate of incorporation conclusive evidence
399. Court may compel compliance
Division 2 — Offences
400. [Repealed]
401. False and misleading statement
402. False statements or reports
403. Dividends payable from profits only
404. Fraudulently inducing persons to invest money

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23 CAP. 50 Companies 2006 Ed.

Section
405. Penalty for carrying on business without registering a
corporation and for improper use of words “Limited” and
“Berhad”
406. Frauds by officers
407. General penalty provisions
408. Default penalties
409. Proceedings how and when taken
409A. Injunctions
409B. Composition of offences
Division 3 — Miscellaneous
409C. Appeal
410. Rules
411. Regulations
First Schedule — Repealed written laws
Second Schedule — [Repealed]
Third Schedule
Fourth Schedule — [Repealed]
Fifth Schedule
Sixth Schedule — Statement in lieu of prospectus
Seventh Schedule
Eighth Schedule — [Repealed]
Ninth Schedule
Tenth Schedule — Uncitral model law on cross-border
insolvency
Eleventh Schedule — Powers of judicial manager
Twelfth Schedule — Contents of directors’ statement
Thirteenth Schedule — Criteria for small company and
small group
Fourteenth Schedule — Companies to which Part XIA
does not apply
Fifteenth Schedule — Foreign companies to which
Part XIA
does not apply
Sixteenth Schedule — Meanings of “significant
control”
and “significant interest”

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2006 Ed. Companies CAP. 50 24
An Act relating to companies.
[29th December 1967]

PART I
PRELIMINARY
Short title
1. This Act may be cited as the Companies Act.

Division into Parts

2. This Act is divided into Parts, Divisions and Subdivisions as
follows:
Part I ... Preliminary
sections 1-7A sections 1-7A.
Part II ... Administration of this Act
sections 8-16 sections 8-16.
Part III ... Division 1 — Incorporation
Constitution of sections 17-22.
Companies Division 2 — Powers
sections 17-42A sections 23-42A.
Part IV ... Division 1 — Prospectuses
Shares, sections 43-56.
Debentures and Charges
sections 43-141
... Division 2 — Restrictions on
allotment and commencement of
business sections 57-62.
... Division 3 — Shares sections 62A-
78.
... Division 3A — Reduction of Share
Capital sections 78A-78K.
... Division 4 — Substantial
shareholdings sections 79-92.

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25 CAP. 50 Companies 2006 Ed.

... Division 5 — Debentures

sections 93-106.
... Division 5A — Exemptions from
Divisions 1 and 5 in relation to
Prospectus Requirements
sections 106A to 106L.
... Division 6 — Interests other than
shares, debentures, etc.
sections 107-120.
... Division 7 — Title and transfers
sections 121-130.
... Division 7A — The Central
Depository System — a book-entry
or scripless system for the transfer of
securities
sections 130A-130P.
... Division 8 — Registration of
charges
sections 131-141.

Part V ... Division 1 — Office and name

Management and sections 142-144.
Administration
sections 142-198
... Division 2 — Directors and officers
sections 145-173.
... Division 3 — Meetings and
proceedings
sections 173A-189.
... Division 4 — Register of members
sections 190-196.
... Division 5 — Annual return
sections 197-198.

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Part VI ... Division 1 — Accounts

Accounts and Audit sections 199-204.
sections 199-209B ... Division 2 — Audit
sections 205-209B.
Part VII ... Arrangements, Reconstructions and
sections 210-216B Amalgamations
sections 210-216B.
Part VIII ... Receivers and Managers
sections 217-227 ... sections 217-227.
Part VIIIA ... Judicial Management
sections 227A-227X ... sections 227A-227X.
Part IX ... Investigations
sections 228-246.
sections 228-246
Part X ... Division 1 — Preliminary
Winding Up sections 247-252.
sections 247-354
... Division 2 — Winding up by Court
sections 253-289.
... Subdivision (1) General
sections 253-262.
... Subdivision (2) Liquidators
sections 263-276.
... Subdivision (3) Committees of
inspection
sections 277-278.
... Subdivision (4) General powers
of Court
sections 279-289.

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27 CAP. 50 Companies 2006 Ed.

... Division 3 — Voluntary

winding up
sections 290-312.
... Subdivision (1) Introductory
sections 290-293.
... Subdivision (2) Provisions
applicable only to members’
voluntary winding up
sections 294-295.
... Subdivision (3) Provisions
applicable only to creditors’
voluntary winding up
sections 296-299.
... Subdivision (4) Provisions
applicable to every voluntary
winding up
sections 300-312.
... Division 4 — Provisions applicable
to every mode of winding up
sections 313-349.
... Subdivision (1) General
sections 313-326.
... Subdivision (2) Proof and
ranking of claims
sections 327-328.
... Subdivision (3) Effect on other
transactions
sections 329-335.
... Subdivision (4) Offences
sections 336-342.
... Subdivision (5) Dissolution
sections 343-349.

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2006 Ed. Companies CAP. 50 28

... Division 5 — Winding Up of

Unregistered Companies
sections 350-354.

Part XI ... Division 1 — Investment

Various Types of Companies
Companies, etc. sections 355-364.
sections 355-386
... Division 2 — Foreign Companies
sections 365-386.
Part XII ... Division 1 — Enforcement of this
General Act
sections 387-411 sections 387-399.
... Division 2 — Offences
sections 400-409A.
... Division 3 — Miscellaneous
sections 410-411.

Repeals
3.—(1) The written laws mentioned in the First Schedule to the
extent to which they are therein expressed to be repealed or amended
are hereby repealed or amended accordingly.

Transitory provisions
(2) Unless the contrary intention appears in this Act —
(a) all persons, things and circumstances appointed or created
under any of the repealed or amended written laws or
existing or continuing under any of such written laws
immediately before 29th December 1967 shall under and
subject to this Act continue to have the same status,
operation and effect as they respectively would have had if
such written laws had not been so repealed or amended;
and

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29 CAP. 50 Companies 2006 Ed.

(b) in particular and without affecting the generality of

paragraph (a), such repeal shall not disturb the continuity
of status, operation or effect of any Order in Council, order,
rule, regulation, scale of fees, appointment, conveyance,
mortgage, deed, agreement, resolution, direction,
instrument, document, memorandum, articles,
incorporation, nomination, affidavit, call, forfeiture,
minute, assignment, register, registration, transfer, list,
licence, certificate, security, notice, compromise,
arrangement, right, priority, liability, duty, obligation,
proceeding, matter or thing made, done, effected, given,
issued, passed, taken, validated, entered into, executed,
lodged, accrued, incurred, existing, pending or acquired
under any of such written laws before that date.
[S 258/67]

(3) Nothing in this Act shall affect the Table in any repealed written
law corresponding to Table A in the Fourth Schedule in force
immediately before the date of commencement of section 181 of the
Companies (Amendment) Act 2014 or any part thereof (either as
originally enacted or as altered in pursuance of any statutory power)
or the corresponding Table in any former written law relating to
companies (either as originally enacted or as so altered) so far as the
same applies to any company existing on 29th December 1967.
[S 258/67]
[Act 36 of 2014 wef 03/01/2016]

(4) The provisions of this Act with respect to winding up other than
the provisions of Subdivision (5) of Division 4 of Part X shall not
apply to any company or society of which the winding up has
commenced before 29th December 1967, but every such company or
society shall be wound up in the same manner and with the same
incidents as if this Act had not been passed and for the purposes of the
winding up the written laws under which the winding up commenced
shall be deemed to remain in full force.

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2006 Ed. Companies CAP. 50 30
Interpretation
4.—(1) In this Act, unless the contrary intention appears —
“accounting corporation” means a company approved or
deemed to be approved as an accounting corporation under
the Accountants Act (Cap. 2);
[Act 36 of 2014 wef 01/07/2015]

“accounting entity” means a public accountant, an accounting

corporation, an accounting firm or an accounting limited
liability partnership;
[Act 36 of 2014 wef 01/07/2015]

“accounting firm” means a firm approved or deemed to be

approved as an accounting firm under the Accountants Act;
[Act 36 of 2014 wef 01/07/2015]

“accounting limited liability partnership” means a limited

liability partnership approved as an accounting limited
liability partnership under the Accountants Act;
[Act 36 of 2014 wef 01/07/2015]

“accounting records”, in relation to a corporation, includes such

working papers and other documents as are necessary to
explain the methods and calculations by which accounts of
the corporation are made up;
“Accounting Standards” means the accounting standards made
or formulated by the Accounting Standards Council under
Part III of the Accounting Standards Act 2007 and applicable
to companies and to foreign companies in respect of their
operations in Singapore for the purposes of this Act;
[39/2007 wef 01/11/2007]

“accounts” means profit and loss accounts and balance-sheets

and includes notes (other than auditors’ reports or directors’
reports) attached or intended to be read with any of those
profit and loss accounts or balance-sheets;
“Act” includes any regulations;

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31 CAP. 50 Companies 2006 Ed.

“alternate address” means —

(a) in the case of a company, the alternate address that is
recorded in place of the residential address of a
director, chief executive officer or secretary in a
company’s register of directors, chief executive
officers or secretaries, as the case may be, referred
to in section 173; or
(b) in the case of a foreign company, an alternate address
maintained with the Registrar under section 370A;
[Act 36 of 2014 wef 03/01/2016]

“annual general meeting”, in relation to a company, means a

meeting of the company required to be held by section 175;
“annual return” means the return required to be lodged under
section 197(1);
[Act 36 of 2014 wef 03/01/2016]

“approved exchange in Singapore” means an approved

exchange as defined in section 2(1) of the Securities and
Futures Act (Cap. 289);
[Act 4 of 2017 wef 08/10/2018]

“approved liquidator” means —

(a) a person who falls within a class of persons declared
as approved liquidators under section 9(1); or
(b) a person who has been approved under section 9(2) as
a liquidator and whose approval has not been
revoked;
[Deleted by Act 36 of 2014 wef 03/01/2016]
“audit requirements” means the requirements of sections 201(8)
and (9) and 207;
[Act 36 of 2014 wef 01/07/2015]

“Authority” means the Accounting and Corporate Regulatory

Authority established under the Accounting and Corporate
Regulatory Authority Act (Cap. 2A);

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2006 Ed. Companies CAP. 50 32
“Authority’s website” means the Authority’s Internet website;
[Act 36 of 2014 wef 01/07/2015]

“banking corporation” means a licensed bank under any written

law relating to banking;
“book-entry securities” has the same meaning as in section 81SF
of the Securities and Futures Act (Cap. 289);
[Act 36 of 2014 wef 03/01/2016]

“books” includes any account, deed, writing or document and

any other record of information, however compiled, recorded
or stored, whether in written or printed form or on microfilm
or by electronic process or otherwise;
“borrowing corporation” means a corporation that is or will be
under a liability (whether or not such liability is present or
future) to repay any money received or to be received by it in
response to an invitation to the public to subscribe for or
purchase debentures of the corporation;
“branch register” means —
(a) in relation to a company —
(i) a branch register of members of the company
kept in pursuance of section 196; or
(ii) a branch register of holders of debentures kept
in pursuance of section 93,
as the case may require; and
(b) [Deleted by Act 15 of 2017 wef 31/03/2017]
“business day” means any day other than a Saturday, Sunday or
public holiday;
“certified”, in relation to a copy of a document, means certified
in the prescribed manner to be a true copy of the document
and, in relation to a translation of a document, means certified
in the prescribed manner to be a correct translation of the
document into the English language;

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33 CAP. 50 Companies 2006 Ed.

“charge” includes a mortgage and any agreement to give or

execute a charge or mortgage whether upon demand or
otherwise;
“chief executive officer”, in relation to a company, means any
one or more persons, by whatever name described, who —
(a) is in direct employment of, or acting for or by
arrangement with, the company; and
(b) is principally responsible for the management and
conduct of the business of the company, or part of the
business of the company, as the case may be;
[Act 36 of 2014 wef 03/01/2016]

“company” means a company incorporated pursuant to this Act

or pursuant to any corresponding previous written law;
“company having a share capital” includes an unlimited
company with a share capital;
“company limited by guarantee” means a company formed on
the principle of having the liability of its members limited by
the constitution to such amount as the members may
respectively undertake to contribute to the assets of the
company in the event of its being wound up;
[Act 36 of 2014 wef 03/01/2016]

“company limited by shares” means a company formed on the

principle of having the liability of its members limited by the
constitution to the amount, if any, unpaid on the shares
respectively held by them;
[Act 36 of 2014 wef 03/01/2016]

“constitution”, in relation to a company, means —

(a) the constitution of the company which is registered
with the Registrar under section 19, as may be
amended from time to time; and
(b) in the case of a company incorporated before the date
of commencement of section 3 of the Companies
(Amendment) Act 2014, the memorandum of
association of the company, the articles of

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2006 Ed. Companies CAP. 50 34
association of the company, or both, in force
immediately before that date;
[Act 36 of 2014 wef 03/01/2016]

“contributory”, in relation to a company, means a person liable

to contribute to the assets of the company in the event of its
being wound up, and includes the holder of fully paid shares
in the company and, prior to the final determination of the
persons who are contributories, includes any person alleged
to be a contributory;
“corporation” means any body corporate formed or incorporated
or existing in Singapore or outside Singapore and includes
any foreign company but does not include —
(a) any body corporate that is incorporated in Singapore
and is by notification of the Minister in the Gazette
declared to be a public authority or an instrumentality
or agency of the Government or to be a body
corporate which is not incorporated for commercial
purposes;
(b) any corporation sole;
(c) any co-operative society;
(d) any registered trade union; or
(e) any limited liability partnership;
“Court” means the High Court or a judge thereof;
“corresponding previous written law” means any written law
relating to companies which has been at any time in force in
Singapore and which corresponds with any provision in this
Act;
“creditors’ voluntary winding up” means a winding up under
Division 3 of Part X, other than a members’ voluntary
winding up;
“debenture” includes debenture stock, bonds, notes and any
other securities of a corporation whether constituting a
charge on the assets of the corporation or not, but does not
include —

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35 CAP. 50 Companies 2006 Ed.

(a) a cheque, letter of credit, order for the payment of

money or bill of exchange;
(b) subject to the regulations, a promissory note having a
face value of not less than $100,000 and having a
maturity period of not more than 12 months;
(c) for the purposes of the application of this definition to
a provision of this Act in respect of which any
regulations made thereunder provide that the word
“debenture” does not include a prescribed document
or a document included in a prescribed class of
documents, that document or a document included in
that class of documents, as the case may be;
“default penalty” means a default penalty within the meaning of
section 408;
“Depository” has the same meaning as in section 81SF of the
Securities and Futures Act;
[Act 36 of 2014 wef 03/01/2016]

“director” includes any person occupying the position of

director of a corporation by whatever name called and
includes a person in accordance with whose directions or
instructions the directors or the majority of the directors of a
corporation are accustomed to act and an alternate or
substitute director;
[Act 36 of 2014 wef 01/07/2015]

“document” includes summons, order and other legal process,

and notice and register;
“electronic communication” means communication transmitted
(whether from one person to another, from one device to
another, from a person to a device or from a device to a
person) —
(a) by means of a telecommunication system; or
(b) by other means but while in an electronic form,

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2006 Ed. Companies CAP. 50 36
such that it can (where particular conditions are met) be
received in legible form or be made legible following receipt
in non-legible form;
“emoluments”, in relation to a director or auditor of a company,
includes any fees, percentages and other payments made
(including the money value of any allowances or perquisites)
or consideration given, directly or indirectly, to the director or
auditor by that company or by a holding company or a
subsidiary of that company, whether made or given to him in
his capacity as a director or auditor or otherwise in
connection with the affairs of that company or of the
holding company or the subsidiary;
[Deleted by Act 36 of 2014 wef 03/01/2016]
“exempt private company” means —
(a) a private company in the shares of which no
beneficial interest is held directly or indirectly by
any corporation and which has not more than 20
members; or
(b) any private company, being a private company that is
wholly owned by the Government, which the
Minister, in the national interest, declares by
notification in the Gazette to be an exempt private
company;
“expert” includes engineer, valuer, accountant and any other
person whose profession or reputation gives authority to a
statement made by him;
“filed” means filed under this Act or any corresponding previous
written law;
“financial year” —
(a) in relation to a corporation, means the period in
respect of which the financial statements of the
corporation is made up, whether that period is a year
or not; and

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37 CAP. 50 Companies 2006 Ed.

(b) in relation to a company, is also to be determined in

accordance with section 198;
[Act 15 of 2017 wef 31/08/2018]

“foreign company” means —

(a) a company, corporation, society, association or other
body incorporated outside Singapore; or
(b) an unincorporated society, association or other body
which under the law of its place of origin may sue or
be sued, or hold property in the name of the secretary
or other officer of the body or association duly
appointed for that purpose and which does not have
its head office or principal place of business in
Singapore;
“guarantor corporation”, in relation to a borrowing corporation,
means a corporation that has guaranteed or has agreed to
guarantee the repayment of any money received or to be
received by the borrowing corporation in response to an
invitation to the public to subscribe for or purchase
debentures of the borrowing corporation;
“identification” means —
(a) in the case of an individual issued with an identity
card under the National Registration Act (Cap. 201),
the number of the individual’s identity card; and
(b) in the case of an individual not issued with an identity
card under that Act, particulars of the individual’s
passport or such other similar evidence of identity as
is acceptable to the Registrar;
[Act 36 of 2014 wef 03/01/2016]

“liquidator” includes the Official Receiver when acting as the

liquidator of a corporation;
“limited company” means a company limited by shares or by
guarantee or, prior to the expiry of the period of 2 years as
specified in section 17(6), a company limited both by shares
and guarantee;

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2006 Ed. Companies CAP. 50 38
“limited liability partnership” has the same meaning as in
section 2(1) of the Limited Liability Partnerships Act 2005
(Act 5 of 2005);
[Deleted by Act 36 of 2014 wef 01/07/2015]
“listed”, in relation to a company or corporation, means a
company or corporation that has been admitted to the official
list of an approved exchange in Singapore and has not been
removed from that official list;
[Act 4 of 2017 wef 08/10/2018]
[Act 36 of 2014 wef 01/07/2015]

“lodged” means lodged under this Act or any corresponding

previous written law;
[Deleted by Act 36 of 2014 wef 03/01/2016]
“marketable securities” means debentures, funds, stocks, shares
or bonds of any government or of any local authority or of
any corporation or society and includes any right or option in
respect of shares in any corporation and units in a collective
investment scheme within the meaning of section 2 of the
Securities and Futures Act (Cap. 289);
“members’ voluntary winding up” means a winding up under
Division 3 of Part X, where a declaration has been made and
lodged in pursuance of section 293;
[Deleted by Act 36 of 2014 wef 03/01/2016]
“minimum subscription”, in relation to any shares offered to the
public for subscription, means the amount stated in the
prospectus relating to the offer as the minimum amount
which in the opinion of the directors must be raised by the
issue of the shares so offered;
“office copy”, in relation to any Court order or other Court
document, means a copy authenticated under the hand or seal
of the Registrar or other proper officer of the Court;

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39 CAP. 50 Companies 2006 Ed.

“officer”, in relation to a corporation, includes —

(a) any director or secretary of the corporation or a
person employed in an executive capacity by the
corporation;
(b) a receiver and manager of any part of the undertaking
of the corporation appointed under a power contained
in any instrument; and
(c) any liquidator of a company appointed in a voluntary
winding up,
but does not include —
(d) any receiver who is not also a manager;
(e) any receiver and manager appointed by the Court;
(f) any liquidator appointed by the Court or by the
creditors; or
(g) a judicial manager appointed by the Court under
Part VIIIA;
“Official Receiver” means the Official Assignee appointed
under the Bankruptcy Act (Cap. 20) and includes the deputy
of any such Official Assignee and any person appointed as
Assistant Official Assignee;
[Deleted by Act 36 of 2014 wef 03/01/2016]
“prescribed” means prescribed under this Act or by the rules;
[Deleted by Act 36 of 2014 wef 03/01/2016]
“principal register”, in relation to a company, means the register
of members of the company kept in pursuance of section 190;
“printed” includes typewritten or lithographed or reproduced by
any mechanical means;
“private company” means —
(a) any company which immediately prior to
29th December 1967 was a private company under
the provisions of the repealed written laws;

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2006 Ed. Companies CAP. 50 40
(b) any company incorporated as a private company by
virtue of section 18; or
(c) any company converted into a private company
pursuant to section 31(1),
being a company which has not ceased to be a private
company under section 31 or 32;
“profit and loss account” includes income and expenditure
account, revenue account or any other account showing the
results of the business of a corporation for a period;
“prospectus” means any prospectus, notice, circular, material,
advertisement, publication or other document —
(a) inviting applications or offers from the public to
subscribe for or purchase; or
(b) offering to the public for subscription or purchase,
any shares in or debentures of, or any units of shares in or
debentures of, a corporation or proposed corporation, and
includes any document deemed to be a prospectus under
section 257 of the Securities and Futures Act (Cap. 289), but
does not include —
(i) a profile statement; or
(ii) any material, advertisement or publication which is
authorised by section 251 (other than subsection (5))
of that Act;
“public accountant” means a person who is registered or deemed
to be registered under the Accountants Act (Cap. 2) as a
public accountant;
“public company” means a company other than a private
company;
“registered” means registered under this Act or any
corresponding previous enactment;

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41 CAP. 50 Companies 2006 Ed.

“registered qualified individual” means a qualified individual

registered under section 28G of the Accounting and
Corporate Regulatory Authority Act (Cap. 2A);
[Act 36 of 2014 wef 03/01/2016]

“Registrar” means the Registrar of Companies appointed under

this Act and includes any Deputy or Assistant Registrar of
Companies;
“regulations” means regulations made under this Act;
“related corporation”, in relation to a corporation, means a
corporation that is deemed to be related to the first-mentioned
corporation by virtue of section 6;
“repealed written laws” means the written laws repealed by this
Act;
“residential address” means —
(a) in the case of a person registered under the National
Registration Act, the place of residence of that person
as registered under that Act; or
(b) in the case of a person not registered under the
National Registration Act, the usual residential
address of that person;
[Act 36 of 2014 wef 03/01/2016]

“resolution for voluntary winding up” means the resolution

referred to in section 290;
“Rules” means Rules of Court;
[Deleted by Act 4 of 2017 wef 08/10/2018]
“share” means share in the share capital of a corporation and
includes stock except where a distinction between stocks and
shares is expressed or implied;
“solicitor” means an advocate and solicitor of the Supreme
Court;
“statutory meeting” means the meeting referred to in
section 174;
“statutory report” means the report referred to in section 174;

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2006 Ed. Companies CAP. 50 42
“summary financial statement” means a summary financial
statement referred to in section 203A;
[Act 36 of 2014 wef 01/07/2015]

[Deleted by Act 36 of 2014 wef 03/01/2016]

“telecommunication system” has the same meaning as in the
Telecommunications Act (Cap. 323);
“treasury share” means a share which —
(a) was (or is treated as having been) purchased by a
company in circumstances in which section 76H
applies; and
(b) has been held by the company continuously since the
treasury share was so purchased;
“unit”, in relation to a share, debenture or other interest, means
any right or interest, whether legal or equitable, in the share,
debenture or other interest, by whatever name called and
includes any option to acquire any such right or interest in the
share, debenture or other interest;
“unlimited company” means a company formed on the principle
of having no limit placed on the liability of its members;
“voting share”, in relation to a body corporate, means an issued
share in the body corporate, not being —
(a) a share to which, in no circumstances, is there
attached a right to vote; or
(b) a share to which there is attached a right to vote only
in one or more of the following circumstances:
(i) during a period in which a dividend (or part of a
dividend) in respect of the share is in arrear;
(ii) upon a proposal to reduce the share capital of
the body corporate;
(iii) upon a proposal that affects rights attached to
the share;
(iv) upon a proposal to wind up the body corporate;

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43 CAP. 50 Companies 2006 Ed.

(v) upon a proposal for the disposal of the whole of

the property, business and undertakings of the
body corporate;
(vi) during the winding up of the body corporate.
[S 258/67; 62/70; 10/74; 15/84; 13/87; 22/93; 36/2000;
42/2001; 12/2002; 8/2003; 3/2004; 4/2004; 5/2004;
5/2005; 21/2005]

Directors
(2) For the purposes of this Act, a person (A) shall not be regarded
as a person in accordance with whose directions or instructions the
directors or the majority of the directors of a corporation are
accustomed to act by reason only that the directors or the majority of
the directors act on advice given by A in a professional capacity.
[Act 36 of 2014 wef 01/07/2015]

When statement untrue

(3) For the purposes of this Act, a statement included in a statement
in lieu of prospectus shall be deemed to be untrue if it is misleading in
the form and context in which it is included.
[42/2001]

When statement included in statement in lieu of prospectus

(4) For the purposes of this Act, a statement shall be deemed to be
included in a statement in lieu of prospectus if it is contained in any
report or memorandum appearing on the face thereof or by reference
incorporated therein or issued therewith.
[42/2001]

Invitation to lend money deemed invitation to purchase

debentures
(5) For the purposes of this Act, any invitation to the public to
deposit money with or lend money to a corporation (other than a
corporation that is a prescribed entity referred to in section 239(4) of
the Securities and Futures Act (Cap. 289) shall be deemed to be an
invitation to subscribe for or purchase debentures of the corporation.
[42/2001]

(5A) For the purposes of this Act, any document that is issued or
intended or required to be issued by a corporation acknowledging or

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2006 Ed. Companies CAP. 50 44
evidencing or constituting an acknowledgment of the indebtedness of
the corporation in respect of any money that is or may be deposited
with or lent to the corporation in response to such an invitation shall
be deemed to be a debenture.
[42/2001]

(6) [Deleted by Act 42 of 2001]

(7) Unless the contrary intention appears, any reference in this Act
to a person being or becoming bankrupt or to a person assigning his
estate for the benefit of his creditors or making an arrangement with
his creditors under any written law relating to bankruptcy or to a
person being an undischarged bankrupt or to any status, condition,
act, matter or thing under or in relation to the law of bankruptcy shall
be construed as including a reference to a person being or becoming
bankrupt or insolvent or to a person making any such assignment or
arrangement or to a person being an undischarged bankrupt or
insolvent or to the corresponding status, condition, act, matter or
thing (as the case requires) under any written law relating to
bankruptcy or insolvency.

As to what constitutes affairs of a corporation

(8) A reference in section 8A, 8C, 8D, 216, Part IX,
section 254(1)(f), 286, 287 or 402 to the affairs of a corporation
shall, unless the contrary intention appears, be construed as including
a reference to —
(a) the promotion, formation, membership, control, business,
trading, transactions and dealings (whether alone or jointly
with another person or other persons and including
transactions and dealings as agent, bailee or trustee),
property (whether held alone or jointly with another person
or other persons and including property held as agent,
bailee or trustee), liabilities (including liabilities owed
jointly with another person or other persons and liabilities
as trustee), profits and other income, receipts, losses,
outgoings and expenditure of the corporation;
(b) in the case of a corporation (not being a trustee
corporation) that is a trustee (but without limiting the
generality of paragraph (a)), matters concerned with the

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45 CAP. 50 Companies 2006 Ed.

ascertainment of the identity of the persons who are

beneficiaries under the trust, their rights under the trust and
any payments that they have received, or are entitled to
receive, under the terms of the trust;
(c) the internal management and proceeding of the
corporation;
(d) any act or thing done (including any contract made and any
transaction entered into) by or on behalf of the corporation,
or to or in relation to the corporation or its business or
property, at a time when —
(i) a receiver, or a receiver and manager, is in possession
of, or has control over, property of the corporation;
(ii) the corporation is under judicial management;
(iii) a compromise or an arrangement made between the
corporation and another person or other persons is
being administered; or
(iv) the corporation is being wound up,
and, without limiting the generality of the foregoing, any
conduct of such a receiver or such a receiver and manager,
or such a judicial manager, of any person administering
such a compromise or arrangement or of any liquidator or
provisional liquidator of the corporation;
(e) the ownership of shares in, debentures of, and interests
issued by, the corporation;
(f) the power of persons to exercise, or to control the exercise
of, the rights to vote attached to shares in the corporation or
to dispose of, or to exercise control over the disposal of,
such shares;
(g) matters concerned with the ascertainment of the persons
who are or have been financially interested in the success
or failure, or apparent success or failure, of the corporation
or are or have been able to control or materially to
influence the policy of the corporation;

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2006 Ed. Companies CAP. 50 46
(h) the circumstances under which a person acquired or
disposed of, or became entitled to acquire or dispose of,
shares in, debentures of, or interests issued by, the
corporation;
(i) where the corporation has issued interests, any matters
concerning the financial or business undertaking, scheme,
common enterprise or investment contract to which the
interests relate; and
(j) matters relating to or arising out of the audit of, or working
papers or reports of an auditor concerning, any matters
referred to in any of the preceding paragraphs.
[13/87]

(9) For the purposes of this Act, wherever a reference to the affairs
of a company or a foreign company appears it shall be construed as
including a reference to the affairs of a corporation as defined in
subsection (8).
(10) A reference in this Act to the directors of a company shall, in
the case of a company which has only one director, be construed as a
reference to that director.
[5/2004]

(11) A reference in this Act to the doing of any act by 2 or more

directors of a company shall, in the case of a company which has only
one director, be construed as the doing of that act by that director.
[5/2004]
(12) For the purposes of section 9(6), 20(3), 27(2), (5), (5AA), (5A)
or (12C), 28(3), (3D), (3DA) or (3E), 29(8A), 155B(8), 359(9),
360(3), 369(2), 377(13) or 378(5), (9) or (16), any reference to the
Minister includes a reference to such Minister of State for his
Ministry who is authorised by the Minister for the purposes of
hearing an appeal under that section.
[Act 36 of 2014 wef 03/01/2016]
[Act 15 of 2017 wef 11/10/2017]

(13) With effect from the date of commencement of section 3 of the

Companies (Amendment) Act 2014 —

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47 CAP. 50 Companies 2006 Ed.

(a) the memorandum of association and the articles of

association of a company that are in force for the
company immediately before that date —
(i) shall collectively be deemed to constitute, and shall
have effect as, that company’s constitution; and
(ii) may be amended by the company from time to time
in the same manner as the constitution of a company;
and
(b) any reference in any written law and in any contract or
other document having legal effect to the memorandum of
association, or the articles of association, or both, of a
company shall be deemed to refer to the company’s
constitution.
[Act 36 of 2014 wef 03/01/2016]

Definition of subsidiary and holding company

5.—(1) For the purposes of this Act, a corporation shall, subject to
subsection (3), be deemed to be a subsidiary of another corporation,
if —
(a) that other corporation —
(i) controls the composition of the board of directors of
the first-mentioned corporation; or
[Act 36 of 2014 wef 01/07/2015]

(ii) controls more than half of the voting power of the

first-mentioned corporation; or
(iii) [Deleted by Act 36 of 2014 wef 01/07/2015]
(b) the first-mentioned corporation is a subsidiary of any
corporation which is that other corporation’s subsidiary.
[21/2005]

(2) For the purposes of subsection (1), the composition of a

corporation’s board of directors shall be deemed to be controlled by
another corporation if that other corporation by the exercise of some
power exercisable by it without the consent or concurrence of any
other person can appoint or remove all or a majority of the directors,

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2006 Ed. Companies CAP. 50 48
and for the purposes of this provision that other corporation shall be
deemed to have power to make such an appointment if —
(a) a person cannot be appointed as a director without the
exercise in his favour by that other corporation of such a
power; or
(b) a person’s appointment as a director follows necessarily
from his being a director or other officer of that other
corporation.
(3) In determining whether one corporation is a subsidiary of
another corporation —
(a) any shares held or power exercisable by that other
corporation in a fiduciary capacity shall be treated as not
held or exercisable by it;
(b) subject to paragraphs (c) and (d), any shares held or power
exercisable —
(i) by any person as a nominee for that other corporation
(except where that other corporation is concerned
only in a fiduciary capacity); or
(ii) by, or by a nominee for, a subsidiary of that other
corporation, not being a subsidiary which is
concerned only in a fiduciary capacity,
shall be treated as held or exercisable by that other
corporation;
(c) any shares held or power exercisable by any person by
virtue of the provisions of any debentures of the first-
mentioned corporation or of a trust deed for securing any
issue of such debentures shall be disregarded; and
(d) any shares held or power exercisable by, or by a nominee
for, that other corporation or its subsidiary (not being held
or exercisable as mentioned in paragraph (c)) shall be
treated as not held or exercisable by that other corporation
if the ordinary business of that other corporation or its
subsidiary, as the case may be, includes the lending of
money and the shares are held or power is exercisable as

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49 CAP. 50 Companies 2006 Ed.

aforesaid by way of security only for the purposes of a

transaction entered into in the ordinary course of that
business.
(4) A reference in this Act to the holding company of a company or
other corporation shall be read as a reference to a corporation of
which that last-mentioned company or corporation is a subsidiary.
(5) For the purposes of this Act, the Depository shall not be
regarded as a holding company of a corporation by reason only of the
shares it holds in that corporation as a bare trustee.
[Act 36 of 2014 wef 03/01/2016]

Definition of ultimate holding company

5A. For the purposes of this Act, a corporation is the ultimate
holding company of another corporation if —
(a) the other corporation is a subsidiary of the first-mentioned
corporation; and
(b) the first-mentioned corporation is not itself a subsidiary of
any corporation.
[13/87]

Definition of wholly owned subsidiary

5B. For the purposes of this Act, a corporation is a wholly owned
subsidiary of another corporation if none of the members of the first-
mentioned corporation is a person other than —
(a) that other corporation;
(b) a nominee of that other corporation;
(c) a subsidiary of that other corporation being a subsidiary
none of the members of which is a person other than that
other corporation or a nominee of that other corporation; or
(d) a nominee of such subsidiary.
[13/87]

When corporations deemed to be related to each other

6. Where a corporation —
(a) is the holding company of another corporation;

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2006 Ed. Companies CAP. 50 50
(b) is a subsidiary of another corporation; or
(c) is a subsidiary of the holding company of another
corporation,
that first-mentioned corporation and that other corporation shall for
the purposes of this Act be deemed to be related to each other.

Interests in shares
7.—(1) The following subsections have effect for the purposes of
Division 4 of Part IV and sections 163, 164 and 165 and
subsection (6A) shall, in addition, also have effect for the purposes
of section 244.
[62/70; 49/73; 10/74]
[Act 36 of 2014 wef 03/01/2016]

(1A) Subject to this section, a person has an interest in shares if he

has authority (whether formal or informal, or express or implied) to
dispose of, or to exercise control over the disposal of, those shares.
[Act 36 of 2014 wef 01/07/2015]

(1B) For the purposes of subsection (1A), it is immaterial that the

authority of a person to dispose of, or to exercise control over the
disposal of, particular shares is, or is capable of being made, subject
to restraint or restriction.
[Act 36 of 2014 wef 01/07/2015]

(2) Where any property held in trust consists of or includes shares

and a person knows, or has reasonable grounds for believing, that he
has an interest under the trust, he shall be deemed to have an interest
in those shares.
[Act 36 of 2014 wef 01/07/2015]

(3) A unit in a collective investment scheme within the meaning of

section 2 of the Securities and Futures Act (Cap. 289) —
(a) that is issued or offered to the public for subscription or
purchase, or for which the public is invited to subscribe for
or purchase, and that has been so subscribed or purchased;
or
(b) that is issued for the purpose of an offer to the public by
and is held by the manager concerned within the meaning
of section 283 of that Act,

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51 CAP. 50 Companies 2006 Ed.

does not constitute an interest in a share.

[42/2001]

(4) Where a body corporate has, or is by the provisions of this

section deemed to have, an interest in a share and —
(a) the body corporate is, or its directors are, accustomed or
under an obligation whether formal or informal to act in
accordance with the directions, instructions or wishes of a
person; or
(b) a person has a controlling interest in the body corporate,
that person shall be deemed to have an interest in that share.
[38/98]

(4A) Where a body corporate has, or is by the provisions of this

section (apart from this subsection) deemed to have, an interest in a
share and —
(a) a person is;
(b) the associates of a person are; or
(c) a person and his associates are,
entitled to exercise or control the exercise of not less than 20% of the
voting power in the body corporate, that person shall be deemed to
have an interest in that share.
[38/98]
[Act 36 of 2014 wef 01/07/2015]

(5) For the purposes of subsection (4A), a person is an associate of

another person if the first-mentioned person is —
(a) a subsidiary of that other person;
(b) a person who is accustomed or is under an obligation
whether formal or informal to act in accordance with the
directions, instructions or wishes of that other person in
relation to the share referred to in subsection (4A); or
(c) a body corporate that is, or a majority of the directors of
which are, accustomed or under an obligation whether
formal or informal to act in accordance with the directions,

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2006 Ed. Companies CAP. 50 52
instructions or wishes of that other person in relation to the
share referred to in subsection (4A).
[Act 36 of 2014 wef 01/07/2015]

(6) Where a person —

(a) has entered into a contract to purchase a share;
(b) has a right, otherwise than by reason of having an interest
under a trust, to have a share transferred to himself or to his
order, whether the right is exercisable presently or in the
future and whether on the fulfilment of a condition or not;
(c) has the right to acquire a share, or an interest in a share,
under an option, whether the right is exercisable presently
or in the future and whether on the fulfilment of a condition
or not; or
(d) is entitled (otherwise than by reason of his having been
appointed a proxy or representative to vote at a meeting of
members of a corporation or of a class of its members) to
exercise or control the exercise of a right attached to a
share, not being a share of which he is the registered
holder,
that person shall be deemed to have an interest in that share.
[62/70]

(6A) For the purposes of Division 4 of Part IV and sections 163 to

165 and 244, a book-entry security shall be treated as if it were an
interest in a share.
[Act 36 of 2014 wef 03/01/2016]

(7) A person shall not be deemed not to have an interest in a share

by reason only that he has the interest in the share jointly with another
person.
[62/70]

(8) It is immaterial, for the purposes of determining whether a

person has an interest in a share, that the interest cannot be related to a
particular share.
[62/70]

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53 CAP. 50 Companies 2006 Ed.

(9) There shall be disregarded —

(a) an interest in a share if the interest is that of a person who
holds the share as bare trustee;
(b) an interest in a share if the interest is that of a person whose
ordinary business includes the lending of money if he holds
the interest only by way of security for the purposes of a
transaction entered into in the ordinary course of business
in connection with the lending of money;
[Act 36 of 2014 wef 01/07/2015]

(c) an interest of a person in a share, if that interest is an

interest held by him by reason of his holding a prescribed
office;
[Act 36 of 2014 wef 01/07/2015]

(ca) an interest of a company in its own shares if that interest is

purchased or otherwise acquired in accordance with
sections 76B to 76G (including treasury shares); and
[Act 36 of 2014 wef 01/07/2015]

(d) a prescribed interest in a share, being an interest of such

person, or of the persons included in such class of persons,
as is prescribed.
[62/70; 38/98; 21/2005]

(10) An interest in a share shall not be disregarded by reason only

of —
(a) its remoteness;
(b) the manner in which it arose; or
(c) the fact that the exercise of a right conferred by the interest
is, or is capable of being made, subject to restraint or
restriction.
[62/70]

Solvency statement and offence for making false statement

7A.—(1) In this Act, unless the context otherwise requires,
“solvency statement”, in relation to a proposed redemption of
preference shares by a company out of its capital under section 70,
a proposed giving of financial assistance by a company under
section 76(9A) or (9B) or a proposed reduction by a company of its

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2006 Ed. Companies CAP. 50 54
share capital under section 78B or 78C, means a statement by the
directors of the company that they have formed the opinion —
(a) that, as regards the company’s situation at the date of the
statement, there is no ground on which the company could
then be found to be unable to pay its debts;
[Act 36 of 2014 wef 01/07/2015]

(b) where —
(i) it is intended to commence winding up of the
company within the period of 12 months
immediately after the date of the statement, that
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, that
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 statement; and
[Act 36 of 2014 wef 01/07/2015]

(c) that 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 redemption, giving of financial
assistance or reduction (as the case may be), become less
than the value of its liabilities (including contingent
liabilities),
[Act 36 of 2014 wef 01/07/2015]

being a statement which complies with subsection (2).

[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(2) The solvency statement —

(a) if the company is exempt from audit requirements under
section 205B or 205C, shall be in the form of a declaration
in writing signed by every director; or
[Act 36 of 2014 wef 01/07/2015]

(b) if the company is not such a company, shall be in the form

of a declaration in writing signed by every director or shall
be accompanied by a report from its auditor that he has

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55 CAP. 50 Companies 2006 Ed.

inquired into the affairs of the company and is of the

opinion that the statement is not unreasonable given all the
circumstances.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(3) In forming an opinion for the purposes of subsection (1)(a) and

(b), the directors of the company must take into account all liabilities
of the company (including contingent liabilities).
[21/2005]

(4) In determining, for the purposes of subsection (1)(c), whether

the value of the company’s assets is or will become less than the value
of its liabilities (including contingent liabilities) the directors of the
company —
(a) must have regard to —
(i) the most recent financial statements of the company
that comply with section 201(2) and (5), as the case
may be; and
[Act 36 of 2014 wef 01/07/2015]

(ii) all other circumstances that the directors know or

ought to know affect, or may affect, the value of the
company’s assets and the value of its liabilities
(including contingent liabilities); and
(b) may rely on valuations of assets or estimates of liabilities
that are reasonable in the circumstances.
[21/2005]

(5) In determining, for the purposes of subsection (4), the value of a

contingent liability, the directors of a company may take into
account —
(a) the likelihood of the contingency occurring; and
(b) any claim the company is entitled to make and can
reasonably expect to be met to reduce or extinguish the
contingent liability.
[21/2005]

(6) A director of a company who makes a solvency statement

without having reasonable grounds for the opinions expressed in it
shall be guilty of an offence and shall be liable on conviction to a fine

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2006 Ed. Companies CAP. 50 56
not exceeding $100,000 or to imprisonment for a term not exceeding
3 years or to both.
[21/2005]

PART II
ADMINISTRATION OF THIS ACT
Administration of Act and appointment of Registrar of
Companies, etc.
8.—(1) The Authority shall be responsible for the administration of
this Act, subject to the general or special directions of the Minister.
[3/2004]

(1A) The Minister may, after consultation with the Authority —

(a) appoint an officer of the Authority to be the Registrar of
Companies; and
(b) from among the officers of the Authority, public officers
and the officers of any other statutory board, appoint such
number of Deputy Registrars and Assistant Registrars of
Companies as he considers necessary,
for the proper administration of this Act.
[3/2004]

(1B) The Authority may give to the Registrar such directions, not
inconsistent with the provisions of this Act, as to the exercise of his
powers, functions or duties under this Act, and the Registrar shall
give effect to such directions.
[3/2004]

(2) Subject to the general direction and control of the Registrar and
to such restrictions and limitations as may be prescribed, anything by
this Act appointed or authorised or required to be done or signed by
the Registrar may be done or signed by any such Deputy or Assistant
Registrar and shall be as valid and effectual as if done or signed by the
Registrar.
(3) No person dealing with any Deputy or Assistant Registrar shall
be concerned to see or inquire whether any restrictions or limitations
have been prescribed, and every act or omission of a Deputy or

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57 CAP. 50 Companies 2006 Ed.

Assistant Registrar so far as it affects any such person shall be as valid

and effectual as if done or omitted by the Registrar.

Certain signatures to be judicially noticed

(4) All courts, judges and persons acting judicially shall take
judicial notice of the seal and signature of the Registrar and of any
Deputy or Assistant Registrar.
(5) [Deleted by Act 36 of 2014 wef 03/01/2016]
(6) [Deleted by Act 36 of 2014 wef 03/01/2016]
(6A) [Deleted by Act 36 of 2014 wef 03/01/2016]
(7) The Minister may, by notification in the Gazette, add to, vary or
amend —
(a) the Twelfth Schedule in relation to the contents of the
directors’ statement which is required to accompany the
financial statements under section 201(16);
[Act 15 of 2017 wef 31/03/2017]

(b) the Thirteenth Schedule in relation to the criteria for

determining whether a company is a small company for the
purposes of section 205C;
[Act 36 of 2014 wef 03/01/2016]
[Act 15 of 2017 wef 31/03/2017]

(c) the Fourteenth Schedule in relation to the list of companies

to which Part XIA does not apply;
[Act 15 of 2017 wef 31/03/2017]

(d) the Fifteenth Schedule in relation to the list of foreign

companies registered under Division 2 of Part XI to which
Part XIA does not apply; and
[Act 15 of 2017 wef 31/03/2017]

(e) the Sixteenth Schedule in relation to the meanings of

“significant control” and “significant interest”.
[Act 15 of 2017 wef 31/03/2017]

Inspection of books of corporation

8A.—(1) Where the Minister is satisfied that there is good reason
for so doing, he may at any time —

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2006 Ed. Companies CAP. 50 58
(a) give directions to a corporation requiring that corporation
at such place and time as may be specified in the directions
to produce such books relating to the affairs of a
corporation as may be so specified; or
(b) authorise any person (referred to in this section and
section 8B as an authorised person), on producing (if
required to do so) evidence of his authority to require that
corporation to produce to him any books relating to the
affairs of a corporation which the authorised person may
specify.
[13/87]

(2) Where by virtue of subsection (1) the Minister or an authorised

person has power to require the production of any books from a
corporation relating to the affairs of a corporation, the Minister or that
authorised person shall have the like power to require production of
those books from any person who appears to the Minister or
authorised person to be in possession of them; but where any such
person claims a lien on any books produced by him, the production
shall be without prejudice to the lien.
[13/87]

(3) Any power conferred by this section to require a corporation or

other person to produce books relating to the affairs of a corporation
shall include power —
(a) if the books are produced —
(i) to make copies of, or take extracts from, them; and
(ii) to require that person who is a present or past officer
of, or who is or was at any time employed by the
corporation to provide an explanation of any of them;
and
(b) if the books are not produced, to require the person
required to produce them to state to the best of his
knowledge and belief, where they are.
[13/87]

(4) A statement made by a person in compliance with a requirement

imposed by this section may be used in evidence against him.
[13/87]

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59 CAP. 50 Companies 2006 Ed.

(5) A power conferred by this section to make a requirement of a

person extends, if the person is a body corporate, including a body
corporate that is in the course of being wound up, or was a body
corporate, being a body corporate that has been dissolved, to making
that requirement of any person who is or has been an officer of the
body corporate.
[13/87]

(6) If a requirement to produce books relating to the affairs of a

corporation or provide an explanation or make a statement which is
imposed by virtue of this section is not complied with, the corporation
or other person on whom the requirement was imposed shall be guilty
of an offence and shall be liable on conviction to a fine not exceeding
$2,000 or to imprisonment for a term not exceeding 6 months or to
both.
[13/87]

(7) Where a person is charged with an offence under subsection (6)

in respect of a requirement to produce any books relating to the affairs
of a corporation, it shall be a defence to prove that they were not in his
possession or under his control or that it was not reasonably
practicable for him to comply with the requirement.
[13/87]

(8) A person, who in purported compliance with a requirement

imposed by the section to provide an explanation or a statement
which he knows to be false or misleading in a material particular or
recklessly provides or makes an explanation or a statement which is
false or misleading in a material particular, 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 2 years or to
both.
[13/87]

Power of Magistrate to issue warrant to seize books

8B.—(1) If a Magistrate is satisfied, on information on oath or
affirmation laid by an authorised person, that there are reasonable
grounds for suspecting that there are on any premises any books of
which production has been required by virtue of section 8A and
which have not been produced in compliance with that requirement,
the Magistrate may issue a warrant authorising any police officer,

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2006 Ed. Companies CAP. 50 60
together with any other persons named in the warrant, to enter the
premises specified in the information (using such force as is
reasonably necessary for the purpose) and to search the premises
and take possession of any books appearing to be such books or
papers as are referred to in this subsection, or to take, in relation to
any books so appearing, any other steps which may appear necessary
for preserving them and preventing interference with them and to
deliver any books, possession of which is so taken, to an authorised
person.
[13/87]

(2) Every warrant issued under this section shall continue in force
until the end of the period of one month after the date on which it was
issued.
[13/87]

(3) Where under this section a person takes possession of, or

secures against interference, any books, and a person has a lien on the
books, the taking of possession of the books or the securing of the
books against interference does not prejudice the lien.
[13/87]

(4) Where, under this section, a person takes possession of, or

secures against interference, any books, that person or any authorised
person to whose possession the books were delivered —
(a) may make copies of, or take extracts from, the books;
(b) may require any person who was party to the compilation
of the books to make a statement providing any
explanation that that person is able to provide as to any
matter relating to the compilation of the books or as to any
matter to which the books relate;
(c) may retain possession of the books for such period as is
necessary to enable the books to be inspected, and copies
of, or extracts from, the books to be made or taken, by or on
behalf of the Minister; and
(d) during that period shall permit a person who would be
entitled to inspect any one or more of those books if they
were not in the possession of the first-mentioned person to

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61 CAP. 50 Companies 2006 Ed.

inspect at all reasonable times such of those books as that

person would be so entitled to inspect.
[13/87]

(5) A person who obstructs the exercise of a right of entry or search

conferred by virtue of a warrant issued under this section, or who
obstructs the exercise of a right so conferred to take possession of any
books, shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $2,000 or to imprisonment for a term not
exceeding 6 months or to both.
[13/87]

(6) The powers conferred by this section are in addition to, and not
in derogation of, any other power conferred by law.
[13/87]

Copies of or extracts from books to be admitted in evidence

8C.—(1) Subject to this section, in any legal proceedings, whether
proceedings under this Act or otherwise, a copy of or extract from a
book relating to the affairs of a corporation is admissible in evidence
as if it were the original book or the relevant part of the original book.
[13/87]

(2) A copy of or extract from a book is not admissible in evidence

under subsection (1) unless it is proved that the copy or extract is a
true copy of the book or of the relevant part of the book.
[13/87]

(3) For the purposes of subsection (2), evidence that a copy of or

extract from a book is a true copy of the book or of a part of the book
may be given by a person who has compared the copy or extract with
the book or the relevant part of the book and may be given either
orally or by an affidavit sworn, or by a declaration made, before a
person authorised to take affidavits or statutory declarations.
[13/87]

Destruction, mutilation, etc., of company documents

8D.—(1) An officer of a corporation to which section 8A(1)
applies, who destroys, mutilates or falsifies, or is privy to the
destruction, mutilation or falsification of a document affecting or
relating to the property or affairs of the corporation, or makes or is
privy to the making of a false entry in such a document, shall, unless

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2006 Ed. Companies CAP. 50 62
he proves that he had no intention to conceal the affairs of the
corporation or to defeat the law, be guilty of an offence.
[13/87]

(2) A person to whom subsection (1) applies who fraudulently

either parts with, alters or makes an omission in any such document,
or who is privy to fraudulent parting with, fraudulent altering or
fraudulent making of an omission in, any such document, shall be
guilty of an offence.
[13/87]

(3) A person guilty of an offence under this section shall be liable

on conviction to a fine not exceeding $10,000 or to imprisonment for
a term not exceeding 2 years or to both.
[13/87]

(4) In this section, “officer of a corporation” includes a person

who —
(a) was at any time an officer of the corporation; or
(b) has, or had, a financial or other interest in the affairs of the
corporation.
[13/87]

Saving for advocates and solicitors

8E. Nothing in sections 8A and 8B shall compel the production by
an advocate and solicitor of a document containing a privileged
communication made by or to him in that capacity or authorise the
taking of possession of any such document which is in his possession
but if the advocate and solicitor refuses to produce the document he
shall nevertheless be obliged to give the name and address (if he
knows them) of the person to whom or by or on behalf of whom the
communication was made.
[13/87]

Investigation of certain matters

8F. Without prejudice to the powers conferred upon the Minister
under section 8A, where the Minister has reason to suspect that a
person has committed an offence under this Act, he may make such
investigation as he thinks expedient for the due administration of this
Act.
[13/87]

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63 CAP. 50 Companies 2006 Ed.

Savings for banks, insurance companies and certain financial

institutions
8G. Nothing in section 8A shall authorise the Minister to call for
the production of books of a banking corporation or of any company
carrying on insurance business or of any financial institution that is
subject to control by the Monetary Authority of Singapore under
sections 27 and 28 of the Monetary Authority of Singapore Act
(Cap. 186) and nothing in section 8F shall authorise the Minister to
conduct an investigation into any such corporation, company or
financial institution.
[13/87]

Security of information
8H.—(1) No information or document relating to the affairs of a
corporation which has been obtained under section 8A or 8B shall,
without the previous consent in writing of that corporation, be
published or disclosed, except to the Minister, the Registrar of
Companies and their officers or to an inspector appointed under
Part IX, unless the publication or disclosure is required —
(a) with a view to the institution of or otherwise for the
purposes of, any criminal proceedings pursuant to, or
arising out of this Act or any criminal proceedings for an
offence entailing misconduct in connection with the
management of the corporation’s affairs or
misapplication or wrongful retention of its property;
(b) for the purpose of complying with any requirement or
exercising any power imposed or conferred by this Act in
connection with reports made by inspectors appointed
under Part IX;
(c) with a view to the institution by the Minister of
proceedings for the winding up of companies under this
Act of the corporation; or
(d) for the purpose of proceedings under section 8A or 8B.
[13/87]

(2) A person who publishes or discloses any information or

document in contravention of this section shall be guilty of an

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2006 Ed. Companies CAP. 50 64
offence and shall be liable on conviction to a fine not exceeding
$10,000 or to imprisonment for a term not exceeding 2 years or to
both.
[13/87]

Approved liquidators
9.—(1) The Minister may, by order published in the Gazette,
declare that persons within a specified class of persons shall be
approved liquidators for the purposes of this Act.
[5/2004]

(2) Any person who does not fall within a class of persons declared
under subsection (1) may apply to the Minister to be approved as a
liquidator for the purposes of this Act, and the Minister, if satisfied as
to the experience and capacity of the applicant, may, on payment of
the prescribed fee, approve such person as a liquidator for the
purposes of this Act.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(3) Any approval granted by the Minister under subsection (2) may
be made subject to such limitations or conditions as he thinks fit and
may be revoked at any time by him by the service of a written notice
of revocation on the approved person.
[5/2004]

(4) Every approval under subsection (2) including a renewal of

approval of a liquidator shall remain in force until 31st March in the
third year following the year in which the approval was granted
unless sooner revoked by the Minister.
[5/2004]

(5) The Minister may delegate his power under subsections (2) and
(3) to any person charged with the responsibility for the registration
or control of public accountants.
[Act 36 of 2014 wef 01/07/2015]

(6) Any person who is dissatisfied with the decision of any person
to whom the Minister has delegated his power under subsection (2)
may appeal to the Minister who may in his discretion confirm, reverse
or vary such decision.
[5/2004]

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65 CAP. 50 Companies 2006 Ed.

Company auditors
10.—(1) No person other than an accounting entity shall —
(a) knowingly consent to be appointed as auditor for a
company; or
(b) knowingly act as an auditor for a company.
(2) Without prejudice to the generality of subsection (1)(b), a
person acts as an auditor for a company if the person prepares any
report required by this Act to be prepared by an auditor of the
company.
(3) No company or person shall appoint an accounting entity as an
auditor of a company without obtaining the accounting entity’s prior
consent.
(4) For the purposes of subsection (3), the consent —
(a) of a public accountant shall be in writing signed by the
public accountant;
(b) of an accounting firm, or an accounting limited liability
partnership, shall be in writing signed by at least one
partner of the firm or limited liability partnership; and
(c) of an accounting corporation shall be in writing signed by
at least one director of the corporation.
(5) Where an accounting firm is appointed as auditor of the
company in the name of the accounting firm, the appointment shall
take effect and operate as if the partners of the firm at the time of the
appointment, who are public accountants at that time, are appointed
as auditors of the company.
(6) Where an accounting corporation is appointed as auditor of the
company in the name of the corporation, the appointment shall take
effect and operate as if —
(a) the directors of the corporation who are practising as public
accountants in the corporation (whether directors at the
time the accounting corporation was appointed as auditor
or later); and

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2006 Ed. Companies CAP. 50 66
(b) the employees of the corporation who are practising as
public accountants in the corporation (whether employed
at the time the accounting corporation was appointed as
auditor or later),
are appointed as auditors of the company.
[Act 36 of 2014 wef 01/07/2015]

Disqualification of liquidators
11.—(1) Subject to this section, a person shall not, except with the
leave of the Court, consent to be appointed, and shall not act as
liquidator of a company —
(a) if he is not an approved liquidator;
(b) if he is indebted to the company or to a corporation that is
deemed to be related to the company by virtue of section 6
in an amount exceeding $2,500;
(c) if he is —
(i) an officer of the company;
(ii) a partner, employer or employee of an officer of the
company; or
(iii) a partner or employee of an employee of an officer of
the company;
(d) if he is an undischarged bankrupt;
(e) if he has assigned his estate for the benefit of his creditors
or has made an arrangement with his creditors pursuant to
any law relating to bankruptcy; or
(f) if he has been convicted of an offence involving fraud or
dishonesty punishable on conviction by imprisonment for
3 months or more.
(2) Subsection (1)(a) and (c) shall not apply —
(a) to a members’ voluntary winding up; or
(b) to a creditors’ voluntary winding up, if by a resolution
carried by a majority of the creditors in number and value
present in person or by proxy and voting at a meeting of

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67 CAP. 50 Companies 2006 Ed.

which 7 days’ notice has been given to every creditor

stating the object of the meeting, it is determined that that
paragraph shall not so apply.
(3) For the purposes of subsection (1), a person shall be deemed to
be an officer of a company if he is an officer of a corporation that is
deemed to be related to the company by virtue of section 6 or has, at
any time within the preceding period of 24 months, been an officer or
promoter of the company or of such a corporation.
(4) A person shall not be appointed as liquidator of a company
unless he has prior to such appointment consented in writing to act as
such liquidator.
(5) Nothing in this section shall affect any appointment of a
liquidator made before 29th December 1967.
[S 258/67]

(6) Any person who contravenes subsection (1) shall be guilty of an

offence and shall be liable on conviction to a fine not exceeding
$2,000.
[15/84]

Registers
12.—(1) The Registrar shall, subject to this Act, keep such registers
as he considers necessary in such form as he thinks fit.
(2) Any person may, on payment of the prescribed fee —
(a) inspect any document, or if there is a microfilm of any such
document, that microfilm, filed or lodged with the
Registrar;
(b) subject to subsection (2AA), require a copy of the notice of
incorporation of a company, any certificate issued under
this Act, any document or extract from any document kept
by the Registrar to be given or certified by the Registrar;
(c) inspect any register of directors, chief executive officers,
secretaries or auditors kept by the Registrar under
section 173(1) or require a copy of or an extract from
any such register; or

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2006 Ed. Companies CAP. 50 68
(d) inspect the register of members of any private company
kept by the Registrar under section 196A or require a copy
of or an extract from any such register.
[Act 36 of 2014 wef 03/01/2016]

(2AA) A certificate of confirmation of incorporation referred to in

section 17(9) or 19(7) may only be issued to the company upon an
application made in accordance with those provisions.
[Act 36 of 2014 wef 03/01/2016]

(2A) Subsection (2)(a), (b) and (d) shall not apply to such exempt
private company that is wholly owned by the Government as the
Minister may, by notification in the Gazette, specify where he
considers that it would not be in the public interest for —
(a) any document relating to any such company maintained by
the Registrar in whatever form to be inspected by any
member of the public; and
(b) any certificate or copy of or extract from any document
relating to any such company to be given or certified to any
member of the public.
[22/93]
[Act 36 of 2014 wef 03/01/2016]

(2B) Notwithstanding the cancellation of any notification referred

to in subsection (2A) in respect of a company, subsection (2)(a), (b)
and (d) shall not apply to any document or certificate relating to that
company that is filed or lodged with the Registrar, or issued under the
Act, before the date of such cancellation, whether or not that company
remains an exempt private company wholly owned by the
Government, and whether or not it has been wound up.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(2C) Notwithstanding subsection (2), a director, chief executive

officer, secretary, auditor or member of a company may, without
charge —
(a) inspect the register of directors, register of chief executive
officers, register of secretaries and register of auditors of
that company kept by the Registrar under section 173(1);
or

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69 CAP. 50 Companies 2006 Ed.

(b) obtain from the Registrar a copy of or an extract from the

register of directors, register of chief executive officers,
register of secretaries and register of auditors of that
company kept by the Registrar under section 173(1).
[Act 36 of 2014 wef 03/01/2016]

(2D) Notwithstanding subsection (2), a director, chief executive

officer, secretary, auditor or member of a private company may,
without charge —
(a) inspect the register of members of that company kept by
the Registrar under section 196A; or
(b) obtain from the Registrar a copy of or an extract from the
register of members of that company kept by the Registrar
under section 196A.
[Act 36 of 2014 wef 03/01/2016]

Evidentiary value of copies certified by Registrar

(3) A copy of or an extract from any document (including a copy
produced by way of microfilm) filed or lodged with the Registrar
using a non-electronic medium that is certified to be a true copy or
extract by the Registrar shall in any proceedings be admissible in
evidence as of equal validity with the original document.
[Act 36 of 2014 wef 03/01/2016]

Evidence of statutory requirements

(4) In any legal proceedings, a certificate issued by the Registrar
that a requirement of this Act specified in the certificate —
(a) had or had not been complied with at a date or within a
period specified in the certificate; or
(b) had been complied with upon a date specified in the
certificate but not before that date,
shall be received as prima facie evidence of the matters specified in
the certificate.
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 70
Registrar may refuse to register or receive document
(5) If the Registrar is of the opinion that any document submitted to
him —
(a) contains any matter contrary to law;
(b) by reason of any omission or misdescription has not been
duly completed;
(c) does not comply with the requirements of this Act; or
(d) contains any error, alteration or erasure,
he may refuse to register or receive the document and request that the
document be appropriately amended or completed and resubmitted or
that a fresh document be submitted in its place.

Destruction or transfer of old records

(6) If the Registrar is of the opinion that it is no longer necessary or
desirable to retain any document lodged, filed or registered with the
Registrar and which has been microfilmed or converted to electronic
form, the Registrar may —
(a) destroy the document with the authorisation of the
National Library Board under section 14D of the
National Library Board Act (Cap. 197); or
(b) transfer the document to the National Archives of
Singapore under section 14C of that Act.
[Act 36 of 2014 wef 03/01/2016]

(7) In subsection (3), “non-electronic medium” means a medium

other than the electronic transaction system established under
Part VIA of the Accounting and Corporate Regulatory Authority Act.
[Act 36 of 2014 wef 03/01/2016]

Electronic transaction system

12A.—(1) The Registrar may —
(a) require or permit any person to carry out any transaction
with the Registrar under this Act; and

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71 CAP. 50 Companies 2006 Ed.

(b) issue any approval, certificate, notice, determination or

other document pursuant or connected to a transaction
referred to in paragraph (a),
using the electronic transaction system established under Part VIA of
the Accounting and Corporate Regulatory Authority Act (Cap. 2A).
(2) If the Registrar is satisfied that a transaction should be treated as
having been carried out at some earlier date and time, than the date
and time which is reflected in the electronic transaction system, the
Registrar may cause the electronic transaction system and the
registers kept by the Registrar to reflect such earlier date and time.
(3) The Registrar shall keep a record whenever the electronic
transaction system or the registers are altered under subsection (2).
(4) In this section —
“document” includes any application, form, report, certification,
notice, confirmation, declaration, return or other document
(whether in electronic form or otherwise) filed or lodged
with, or submitted to the Registrar;
“transaction”, in relation to the Registrar, means —
(a) the filing or lodging of any document with the
Registrar, or the submission, production, delivery,
furnishing or sending of any document to the
Registrar;
(b) any making of any application, submission or request
to the Registrar;
(c) any provision of any undertaking or declaration to the
Registrar; and
(d) any extraction, retrieval or accessing of any
document, record or information maintained by the
Registrar.
[Act 36 of 2014 wef 01/07/2015]

Rectification by High Court

12B.—(1) Where it appears to the Court, as a result of evidence
adduced before it by an applicant company, that any particular

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2006 Ed. Companies CAP. 50 72
recorded in a register is erroneous or defective, the Court may, by
order, direct the Registrar to rectify the register on such terms and
conditions as seem to the Court just and expedient, as are specified in
the order and the Registrar shall, upon receipt of the order, rectify the
register accordingly.
[13/87]

(2) An order of the Court made under subsection (1) may require
that a fresh document, showing the rectification, shall be filed by the
applicant company with the Registrar together with a copy of the
Court order, and a copy of the Court application.
[13/87; 12/2002]

(3) [Deleted by Act 36 of 2014 wef 03/01/2016]

(4) [Deleted by Act 36 of 2014 wef 03/01/2016]

Rectification by Registrar on application

12C.—(1) Despite section 12B, an officer of a company may notify
the Registrar in the prescribed form of —
(a) any error contained in any document relating to the
company filed or lodged with the Registrar; or
(b) any error in the filing or lodgment of any document
relating to the company with the Registrar.
(2) The Registrar may, upon receipt of any notification referred to
in subsection (1) and if satisfied that —
(a) the error referred to in subsection (1)(a) is typographical or
clerical in nature; or
(b) the error referred to in subsection (1)(b) is, in the
Registrar’s opinion, unintended and does not prejudice
any person,
rectify the register accordingly.
(3) In rectifying the register under subsection (2), the Registrar
must not expunge any document from the register.
(4) The decision made by the Registrar on whether to rectify the
register under subsection (2) is final.
[Act 36 of 2014 wef 03/01/2016]

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73 CAP. 50 Companies 2006 Ed.

Rectification or updating on Registrar’s initiative

12D.—(1) The Registrar may rectify or update any particulars or
document in a register kept by him, if the Registrar is satisfied that —
(a) there is a defect or error in the particulars or document
arising from any grammatical, typographical or similar
mistake; or
(b) there is evidence of a conflict between the particulars of a
company or person and —
(i) other information in the register relating to that
company or person; or
(ii) other information relating to that company or person
obtained from such department or Ministry of the
Government, or statutory body or other body
corporate as may be prescribed.
(2) Before the Registrar rectifies or updates the register under
subsection (1), the Registrar must, except under prescribed
circumstances, give written notice to the company or person whose
documents or particulars are to be rectified or updated of the
Registrar’s intention to do so, and state in the notice —
(a) the reasons for and details of the proposed rectification or
updating to be made to the register; and
(b) the date by which any written objection to the proposed
rectification or updating must be delivered to the Registrar,
being a date at least 30 days after the date of the notice.
(3) The company or person notified under subsection (2) may
deliver to the Registrar, not later than the date specified under
subsection (2)(b), a written objection to the proposed rectification or
updating of the register.
(4) The Registrar shall not rectify or update the register if the
Registrar receives a written objection under subsection (3) to the
proposed rectification or updating by the date specified under
subsection (2)(b), unless the Registrar is satisfied that the objection
is frivolous or vexatious or has been withdrawn.

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2006 Ed. Companies CAP. 50 74
(5) The Registrar may rectify or update the register if the Registrar
does not receive a written objection under subsection (3) by the date
specified under subsection (2)(b).
(6) The Registrar may include such notation as the Registrar thinks
fit on the register for the purposes of providing information relating to
any error or defect in any particulars or document in the register, and
may remove such notation if the Registrar is satisfied that it no longer
serves any useful purpose.
(7) Despite anything in this section, the Registrar may, if the
Registrar is satisfied that there is any error or defect in any particulars
or document in a register, by notice in writing, request that the
company to which the particulars or document relate, or its officers
take such steps within such time as the Registrar may specify to
ensure that the error or defect is rectified.
[Act 36 of 2014 wef 03/01/2016]

Enforcement of duty to make returns

13.—(1) If a corporation or person, having made default in
complying with —
(a) any provision of this Act or of any other law which requires
the filing or lodging in any manner with the Registrar or the
Official Receiver of any return, account or other document
or the giving of notice to him of any matter;
[Act 36 of 2014 wef 03/01/2016]

(b) any request of the Registrar or the Official Receiver to

amend or complete and resubmit any document or to
submit a fresh document; or
[Act 36 of 2014 wef 03/01/2016]

(c) any request of the Registrar under section 12D(7) to rectify

any error or defect in any particulars or document in the
register,
[Act 36 of 2014 wef 03/01/2016]

fails to make good the default within 14 days after the service on the
corporation or person of a notice requiring it to be done, the Court
may, on an application by any member or creditor of the corporation
or by the Registrar or the Official Receiver, make an order directing

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75 CAP. 50 Companies 2006 Ed.

the corporation and any officer thereof or such person to make good
the default within such time as is specified in the order.
(2) Any such order may provide that all costs of and incidental to
the application shall be borne by the corporation or by any officer of
the corporation responsible for the default or by such person.
(3) Nothing in this section shall limit the operation of any written
law imposing penalties on a corporation or its officers or such person
in respect of any such default.

Relodging of lost registered documents

14.—(1) If in the case of any corporation incorporated or registered
under this Act or any corresponding previous written law the
constitution or any other document relating to the corporation filed or
lodged with the Registrar has been lost or destroyed, the corporation
may apply to the Registrar for leave to lodge a copy of the document
as originally filed or lodged.
[Act 36 of 2014 wef 03/01/2016]

(2) On such application being made the Registrar may direct notice
thereof to be given to such persons and in such manner as he thinks
fit.
(3) The Registrar upon being satisfied —
(a) that the original document has been lost or destroyed;
(b) of the date of the filing or lodging thereof with the
Registrar; and
(c) that a copy of such document produced to the Registrar is a
correct copy,
may certify upon that copy that he is so satisfied and direct that that
copy be lodged in the manner required by law in respect of the
original.
(4) Upon the lodgment, that copy for all purposes shall, from such
date as is mentioned in the certificate as the date of the filing or
lodging of the original with the Registrar, have the same force and
effect as the original.

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2006 Ed. Companies CAP. 50 76
(5) The Court may, by order upon application by any person
aggrieved and after notice to any other person whom the Court
directs, confirm, vary or rescind the certificate and the order may be
lodged with the Registrar and shall be registered by him, but no
payments, contracts, dealings, acts and things made, had or done in
good faith before the registration of such order and upon the faith of
and in reliance upon the certificate shall be invalidated or affected by
such variation or rescission.
(6) No fee shall be payable upon the lodging of a document under
this section.

Size, durability and legibility of documents delivered to

Registrar
15.—(1) For the purposes of securing that the documents delivered
to the Registrar under the provisions of this Act are of a standard size,
durable and easily legible, the Minister may by regulations prescribe
such requirements (whether as to size, weight, quality or colour of
paper, size, type or colour of lettering, or otherwise) as he may
consider appropriate; and different requirements may be so
prescribed for different documents or classes of documents.
[15/84]

(2) If under any such provision there is delivered to the Registrar a

document (whether an original document or a copy) which in the
opinion of the Registrar does not comply with such requirements
prescribed under this section as are applicable to it, the Registrar may
serve on any person by whom under that provision the document was
required to be delivered (or, if there are 2 or more such persons, may
serve on any of them) a notice stating his opinion to that effect and
indicating the requirements so prescribed with which in his opinion
the document does not comply.
[15/84]

(3) Where the Registrar serves a notice under subsection (2) with
respect to a document delivered under any such provision, then, for
the purposes of any written law which enables a penalty to be
imposed in respect of any omission to deliver to the Registrar a
document required to be delivered under that provision (and, in
particular, for the purposes of any such law whereby such a penalty

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77 CAP. 50 Companies 2006 Ed.

may be imposed by reference to each day during which the omission

continues) —
(a) any duty imposed by that provision to deliver such a
document to the Registrar shall be treated as not having
been discharged by the delivery of that document; but
(b) no account shall be taken of any days falling within the
period mentioned in subsection (4).
[15/84]

(4) The period referred to in subsection (3)(b) is the period

beginning on the day on which the document was delivered to the
Registrar as mentioned in subsection (2) and ending on the fourteenth
day after the date of service of the notice under subsection (2) by
virtue of which subsection (3) applies.
[15/84]

(5) In this section, any reference to delivering a document shall be

construed as including a reference to sending, forwarding, producing
or (in the case of a notice) giving it.
[15/84]

16. [Repealed by Act 36 of 2014 wef 01/07/2015]

16A. [Repealed by Act 36 of 2014 wef 01/07/2015]

PART III
CONSTITUTION OF COMPANIES
Division 1 — Incorporation
Formation of companies
17.—(1) Subject to the provisions of this Act, any person may,
whether alone or together with another person, by subscribing his
name or their names to a constitution and complying with the
requirements as to registration, form an incorporated company.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(2) A company may be —

(a) a company limited by shares;

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2006 Ed. Companies CAP. 50 78
(b) a company limited by guarantee; or
(c) an unlimited company.
[15/84]

(3) No company, association or partnership consisting of more than

20 persons shall be formed for the purpose of carrying on any
business that has for its object the acquisition of gain by the company,
association or partnership, or by the individual members thereof,
unless it is registered as a company under this Act, or is formed in
pursuance of some other written law in Singapore or letters patent.
(4) So much of subsection (3) as prohibits the formation of an
association or a partnership consisting of more than 20 persons shall
not apply to an association or a partnership formed solely or mainly
for the purpose of carrying on any profession or calling which under
the provisions of any written law may be exercised only by persons
who possess the qualifications laid down in such written law for the
purpose of carrying on that profession or calling.
[15/84; 4/2004]

(5) As from 15th August 1984, no company limited by guarantee

with a share capital shall be registered under this Act.
[15/84]

(6) The prohibition referred to in subsection (5) shall not affect a

company limited by guarantee which has a share capital and is
registered as such before 15th August 1984 and section 38(2) shall
continue to apply to a company so registered; but any such company
shall, within 2 years of that date, elect to convert and re-register that
company either as a company limited by shares or as a company
limited by guarantee.
[15/84]

(7) The conversion of a company referred to in subsection (6) shall

be effected by lodging with the Registrar a special resolution
determining the conversion of the company from a company limited
by guarantee with a share capital to a company limited by shares or to
a company limited by guarantee, as the case may be, and altering its
constitution to the extent that is necessary to bring them into
conformity with the requirements of this Act relating to the

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constitution of a company limited by shares or of a company limited

by guarantee, as the case may be.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

(8) On compliance by a company with subsection (7) and on the

issue by the Registrar of a notice of incorporation of the company in
accordance with the special resolution, the company shall be a
company limited by shares or a company limited by guarantee, as the
case may be.
[15/84; 12/2002]

(9) Upon the application of a company and payment of the

prescribed fee, the Registrar shall issue to the company a
certificate of confirmation of incorporation.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

Private company
18.—(1) A company having a share capital may be incorporated as
a private company if its constitution —
(a) restricts the right to transfer its shares; and
(b) limits to not more than 50 the number of its members
(counting joint holders of shares as one person and not
counting any person in the employment of the company or
of its subsidiary or any person who while previously in the
employment of the company or of its subsidiary was and
thereafter has continued to be a member of the company).
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(2) Where, on 29 December 1967, the constitution of a company

that is a private company by virtue of paragraph (a) of the definition
of “private company” in section 4(1) does not contain the restrictions
and limitations required by subsection (1) to be included in the
constitution of a company that may be incorporated as a private
company, the constitution of the company shall be deemed to include
each such restriction or limitation that is not so included and a
restriction on the right to transfer its shares that is so deemed to be
included in its constitution shall be deemed to be a restriction that

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prohibits the transfer of shares except to a person approved by the
directors of the company.
[Act 36 of 2014 wef 03/01/2016]

(3) Where a restriction or limitation deemed to be included in the

constitution of a company under subsection (2) is inconsistent with
any provision already included in the constitution of the company,
that restriction or limitation shall, to the extent of the inconsistency,
prevail.
[Act 36 of 2014 wef 03/01/2016]

(4) A private company may, by special resolution, alter any

restriction on the right to transfer its shares included, or deemed to
be included, in its constitution or any limitation on the number of its
members included, or deemed to be included, in its constitution, but
not so that the constitution of the company ceases to include the
limitation required by subsection (1)(b) to be included in the
constitution of a company that may be incorporated as a private
company.
[Act 36 of 2014 wef 03/01/2016]

Registration and incorporation

19.—(1) A person desiring the incorporation of a company shall —
(a) submit to the Registrar the constitution of the proposed
company and such other documents as may be prescribed;
[Act 36 of 2014 wef 03/01/2016]

(b) furnish the Registrar with the last day of the proposed
company’s first financial year and such other information
as may be prescribed; and
[Act 15 of 2017 wef 31/08/2018]

(c) pay the Registrar the prescribed fee.

[12/2002]

(2) Either —
(a) a registered qualified individual engaged in the formation
of the proposed company; or
[Act 36 of 2014 wef 03/01/2016]

(b) a person named in the constitution as a director or the

secretary of the proposed company,
[Act 36 of 2014 wef 03/01/2016]

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81 CAP. 50 Companies 2006 Ed.

shall make a declaration to the Registrar that —

(i) all of the requirements of this Act relating to the formation
of the company have been complied with; and
(ii) he has verified the identities of the subscribers to the
constitution, and of the persons named in the constitution
as officers of the proposed company,
[Act 36 of 2014 wef 03/01/2016]

and the Registrar may accept such declaration as sufficient evidence

of those matters.
[12/2002; 8/2003]

(3) Upon receipt of the documents, information and payment

referred to in subsection (1) and declaration referred to in
subsection (2), the Registrar shall, subject to this Act, register the
company by registering its constitution.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

Notice of incorporation
(4) On the registration of the constitution the Registrar shall issue in
the prescribed manner a notice of incorporation in the prescribed
form stating that the company is, on and from the date specified in the
notice, incorporated, and that the company is —
(a) a company limited by shares;
(b) a company limited by guarantee; or
(c) an unlimited company,
as the case may be, and where applicable, that it is a private company.
[15/84; 12/2002]
[Act 36 of 2014 wef 03/01/2016]

Effect of incorporation
(5) On and from the date of incorporation specified in the notice
issued under subsection (4) but subject to this Act, the subscribers to
the constitution together with such other persons as may from time to
time become members of the company shall be a body corporate by
the name contained in the constitution capable immediately of
exercising all the functions of an incorporated company and of suing

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2006 Ed. Companies CAP. 50 82
and being sued and having perpetual succession with power to hold
land but with such liability on the part of the members to contribute to
the assets of the company in the event of its being wound up as is
provided by this Act.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
[Act 15 of 2017 wef 31/03/2017]

Members of company
(6) The subscribers to the constitution shall be deemed to have
agreed to become members of the company and on the incorporation
of the company shall be entered as members —
(a) in the case of a public company, in the register of members
kept by the public company under section 190; or
(b) in the case of a private company, in the electronic register
of members kept by the Registrar under section 196A.
[Act 36 of 2014 wef 03/01/2016]

(6A) Apart from the subscribers referred to in subsection (6), every

other person who agrees to become a member of a company and
whose name is entered —
(a) in the case of a public company, in the register of members
kept by the public company under section 190; or
(b) in the case of a private company, in the electronic register
of members kept by the Registrar under section 196A,
is a member of the company.
[Act 36 of 2014 wef 03/01/2016]

(7) Upon the application of a company and payment of the

prescribed fee, the Registrar shall issue to the company a
certificate of confirmation of incorporation.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

Power to refuse registration

20.—(1) Without prejudice to the powers of the Registrar under
section 12(5), where a constitution is delivered for registration under
section 19, the Registrar shall not register the constitution unless he is

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83 CAP. 50 Companies 2006 Ed.

satisfied that all the requirements of this Act in respect of the

registration and of all matters precedent and incidental thereto have
been complied with.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

(2) Notwithstanding anything in this Act or any rule of law, the

Registrar shall refuse to register the constitution of a proposed
company where he is satisfied that —
(a) the proposed company is likely to be used for an unlawful
purpose or for purposes prejudicial to public peace, welfare
or good order in Singapore; or
(b) it would be contrary to the national security or interest for
the proposed company to be registered.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

(3) Any person aggrieved by the decision of the Registrar under

subsection (2) may, within 30 days of the date of the decision, appeal
to the Minister whose decision shall be final.
[15/84]

Minimum of one member

20A. A company shall have at least one member.
[5/2004]

Membership of holding company

21.—(1) A corporation cannot be a member of a company which is
its holding company, and any allotment or transfer of shares in a
company to its subsidiary shall be void.
(1A) Subsection (1), insofar as it provides that any transfer of
shares in contravention of it is void, shall 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).
[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 84
(2) Subsection (1) shall not apply where the subsidiary is concerned
as personal representative, or where it is concerned as trustee, unless
the holding company or a subsidiary thereof is beneficially interested
under the trust and is not so interested only by way of security for the
purposes of a transaction entered into by it in the ordinary course of a
business which includes the lending of money.
(3) This section shall not prevent a subsidiary which, on
29th December 1967, is a member of its holding company, from
continuing to be a member but, subject to subsection (2), the
subsidiary shall have no right to vote at meetings of the holding
company or any class of members thereof.
[S 258/67]

(4) This section shall not prevent a subsidiary from continuing to be

a member of its holding company if, at the time when it becomes a
subsidiary thereof, it already holds shares in that holding company,
but —
(a) subject to subsection (2), the subsidiary shall have no right
to vote at meetings of the holding company or any class of
members thereof; and
(b) subject to subsections (4A) and (4B), the subsidiary shall,
within the period of 12 months or such longer period as the
Court may allow after becoming the subsidiary of its
holding company, dispose of all of its shares in the holding
company.
[Act 36 of 2014 wef 01/07/2015]

(4A) For the avoidance of doubt, subsection (4)(b) ceases to apply

if, during the period referred to in that subsection, the subsidiary
ceases to be a subsidiary of the holding company.
[Act 36 of 2014 wef 01/07/2015]

(4B) Any shares in the holding company that are not disposed of in
accordance with subsection (4)(b) may, subject to subsections (4C)
and (6E), be held or continued to be held by the subsidiary.
[Act 36 of 2014 wef 01/07/2015]

(4C) With respect to the shares referred to in subsection (4B) —

(a) subject to this subsection and subsection (6E),
sections 76J(1), (2), (3), (5) and (6) and 76K shall apply

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85 CAP. 50 Companies 2006 Ed.

with the necessary modifications, including the following

modifications:
(i) a reference to treasury shares shall be read as a
reference to shares referred to in subsection (4B);
(ii) a reference to a company holding treasury shares
shall be read as a reference to a subsidiary holding
shares referred to in subsection (4B); and
(iii) the reference in section 76J(6) to “as if they were
purchased by the company at the time they were
allotted, in circumstances in which section 76H
applied” shall be read as a reference to “as if they
were already held by the subsidiary at the time they
were allotted, in circumstances in which
section 21(4) applied”; and
(b) the holding company shall, within 14 days after any change
in the number of shares in the holding company which are
held by any of its subsidiaries under subsection (4B), lodge
with the Registrar a notice in the prescribed form.
[Act 36 of 2014 wef 01/07/2015]

(5) Subject to subsection (2), subsections (1), (3), (4), (4B), (6A)
and (6C) shall apply in relation to a nominee for a corporation which
is a subsidiary as if references in those subsections to such a
corporation included references to a nominee for it.
[Act 36 of 2014 wef 01/07/2015]

(6) This section shall not operate to prevent the allotment of shares
in a holding company to a subsidiary which already lawfully holds
shares in the holding company if the allotment is made by way of
capitalisation of reserves of the holding company and is made to all
members of the holding company on a basis which is in direct
proportion to the number of shares held by each member in the
holding company.
(6A) This section shall not operate to prevent the transfer of shares
in a holding company to a subsidiary by way of a distribution in
specie, amalgamation or scheme of arrangement but —

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(a) subject to subsection (2), the subsidiary shall have no right
to vote at meetings of the holding company or any class of
members thereof; and
(b) subject to subsections (6B) and (6C), the subsidiary shall,
within the period of 12 months or such longer period as the
Court may allow after the transfer to the subsidiary of the
shares in the holding company, dispose of all of the shares
in the holding company.
[Act 36 of 2014 wef 01/07/2015]

(6B) For the avoidance of doubt, subsection (6A)(b) ceases to apply

if, during the period referred to in that subsection, the subsidiary
ceases to be a subsidiary of the holding company.
[Act 36 of 2014 wef 01/07/2015]

(6C) Any shares in the holding company that are not disposed of in
accordance with subsection (6A)(b) may, subject to subsections (6D)
and (6E), be held or continued to be held by the subsidiary.
[Act 36 of 2014 wef 01/07/2015]

(6D) With respect to the shares referred to in subsection (6C) —

(a) subject to this subsection and subsection (6E),
sections 76J(1), (2), (3), (5) and (6) and 76K shall apply
with the necessary modifications, including the following
modifications:
(i) a reference to treasury shares shall be read as a
reference to shares referred to in subsection (6C);
(ii) a reference to a company holding treasury shares
shall be read as a reference to a subsidiary holding
shares referred to in subsection (6C); and
(iii) the reference in section 76J(6) to “as if they were
purchased by the company at the time they were
allotted, in circumstances in which section 76H
applied” shall be read as a reference to “as if they
were transferred to the subsidiary at the time they
were allotted, in circumstances in which
section 21(6A) applied”; and

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(b) the holding company shall, within 14 days after any change
in the number of shares in the holding company which are
held by any of its subsidiaries under subsection (6C), lodge
with the Registrar a notice in the prescribed form.
[Act 36 of 2014 wef 01/07/2015]

(6E) With respect to any share referred to in subsection (4B) or

(6C) —
(a) where the holding company has shares of only one class,
the aggregate number of shares held by all the subsidiaries
of the holding company under subsection (4B) or (6C) or
by the holding company as treasury shares, shall not at any
time exceed 10% of the total number of shares of the
holding company at that time;
(b) where the share capital of the holding company is divided
into shares of different classes, the aggregate number of the
shares of any class held by all the subsidiaries of the
holding company under subsection (4B) or (6C) or by the
holding company as treasury shares, shall not at any time
exceed 10% of the total number of the shares in that class
of the holding company at that time;
(c) where paragraph (a) or (b) is contravened, the holding
company shall dispose of or cancel the excess shares, or
procure the disposal of the excess shares by its subsidiary,
in accordance with section 76K before the end of the
period of 6 months beginning with the day on which that
contravention occurs, or such further period as the
Registrar may allow;
(d) where the subsidiary is a wholly-owned subsidiary of the
holding company, no dividend may be paid, and no other
distribution (whether in cash or otherwise) of the holding
company’s assets (including any distribution of assets to
members on a winding up) may be made, to the subsidiary
in respect of the shares referred to in subsection (4B) or
(6C); and
(e) where the subsidiary is not a wholly-owned subsidiary of
the holding company, a dividend may be paid and other

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2006 Ed. Companies CAP. 50 88
distribution (whether in cash or otherwise) of the holding
company’s assets (including any distribution of assets to
members on a winding up) may be made, to the subsidiary
in respect of the shares referred to in subsection (4B) or
(6C).
[Act 36 of 2014 wef 01/07/2015]

(6F) In subsection (6E)(c), “excess shares” means such number of

the shares, held by any subsidiary under subsection (4B) or (6C) or by
the holding company as treasury shares at the time in question, as
resulted in the limit referred to in subsection (6E)(a) or (b) being
exceeded.
[Act 36 of 2014 wef 01/07/2015]

(6G) In sections 7(9)(ca), 33(5A), 63A(1)(e), 74(1A), 76B(3E), 78,

81(4), 164A(1), 176(1A), 177(1), 179(8), 184(4)(b)(i), 201A(4)(b),
205B(6), 206(1)(b), 215(1), (1C), (1D) and (3A), 232(1)(a)(i) and
268(4) —
(a) a reference to “treasury shares” shall be read as including a
reference to shares held by a subsidiary under
subsection (4B) or (6C); and
(b) a reference to a company being registered as a member of
itself or being a member of itself shall be read as including
a reference to a subsidiary being registered as a member of
its holding company.
[Act 36 of 2014 wef 01/07/2015]

(7) Where but for this section a subsidiary would have been entitled
to subscribe for shares in the holding company, the holding company
may, on behalf of the subsidiary, sell the shares for which the
subsidiary would otherwise have been entitled to subscribe.
(8) In relation to a holding company that is a company limited by
guarantee, the reference in this section to shares shall be construed as
including a reference to the interest of its members as such, whatever
the form of that interest.
[15/84]
(9) For the purposes of this section, a company shall inform the
Registrar of the occurrence of any of the following events by lodging
a notice in the prescribed form within 14 days after the date of
occurrence:

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89 CAP. 50 Companies 2006 Ed.

(a) where a shareholder of a company that is a corporation

becomes a subsidiary of the company;
(b) where shares of the company are held by a subsidiary of the
company and there is a change in the number of shares held
by the subsidiary.
[Act 36 of 2014 wef 01/07/2015]

Requirements as to constitution
22.—(1) The constitution of every company shall comply with such
requirements as may be prescribed, shall be dated and shall state, in
addition to other requirements —
(a) the name of the company;
(b) if the company is a company limited by shares, that the
liability of the members is limited;
(c) if the company is a company limited by guarantee, that the
liability of the members is limited and that each member
undertakes to contribute to the assets of the company, in the
event of its being wound up while he is a member or within
one year after he ceases to be a member, for payment of the
debts and liabilities of the company contracted before he
ceases to be a member and of the costs, charges and
expenses of winding up and for adjustment of the rights of
the contributories among themselves, such amount as may
be required not exceeding a specified amount;
(d) if the company is an unlimited company, that the liability
of the members is unlimited;
(e) if the company is an unlimited company or a company
limited by guarantee, the number of members with which
the company is applying to be registered;
(f) the full names, addresses and occupations of the
subscribers to the constitution of the company; and
(g) that such subscribers are desirous of being formed into a
company in pursuance of the constitution and (where the
company is to have a share capital) respectively agree to

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2006 Ed. Companies CAP. 50 90
take the number of shares in the capital of the company set
out opposite their respective names.
[Act 36 of 2014 wef 03/01/2016]

(1AA) Where a company to which subsection (1)(e) applies

changes the number of its members with which it is registered, the
company shall, within 14 days after the occurrence of such change
lodge with the Registrar a notice of the change in the prescribed form.
[Act 36 of 2014 wef 03/01/2016]

(1AB) If default is made by a company in complying with

subsection (1AA), the company and every officer of the company
who is in default shall each be guilty of an offence and shall each be
liable on conviction to a fine not exceeding $2,000 and also to a
default penalty.
[Act 36 of 2014 wef 03/01/2016]

(1A) On 30th January 2006, any provision (or part thereof) then
subsisting in the constitution of any company which states —
(a) the amount of share capital with which the company
proposes to be or is registered; or
(b) the division of the share capital of the company into shares
of a fixed amount,
shall, in so far as it relates to the matters referred to in either or both of
paragraphs (a) and (b), be deemed to be deleted.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(2) Each subscriber to the constitution shall, if the company is to

have a share capital, make a declaration to the Registrar, either by
himself or through a registered qualified individual authorised by
him, as to the number of shares (not being less than one) that he
agrees to take.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(3) A statement in the constitution of a company limited by shares

that the liability of members is limited shall mean that the liability of
the members is limited to the amount, if any, unpaid on the shares
respectively held by them.
[Act 36 of 2014 wef 03/01/2016]

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91 CAP. 50 Companies 2006 Ed.

(4) A copy of the constitution, duly signed by the subscribers and

stating, if the company is to have a share capital, the number of shares
that each subscriber has agreed to take, shall be kept at the registered
office of the company.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

Division 2 — Powers
Capacity and powers of company
23.—(1) Subject to the provisions of this Act and any other written
law and its constitution, a company has —
(a) full capacity to carry on or undertake any business or
activity, do any act or enter into any transaction; and
(b) for the purposes of paragraph (a), full rights, powers and
privileges.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(1A) A company may have the objects of the company included in

its constitution.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(1B) The constitution of a company may contain a provision

restricting its capacity, rights, powers or privileges.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

Restriction as to power of certain companies to hold lands

(2) A company formed for the purpose of providing recreation or
amusement or promoting commerce, industry, art, science, religion or
any other like object not involving the acquisition of gain by the
company or by its individual members shall not acquire any land
without the approval of the Minister but the Minister may empower
any such company to hold lands in such quantity and subject to such
conditions as he thinks fit.
[12/2002]

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2006 Ed. Companies CAP. 50 92
(3) Notice of a decision of the Minister under subsection (2) shall be
given by the Registrar on behalf of the Minister to the company.
[12/2002]

(4) The decision of the Minister under subsection (2) shall be final
and shall not be called in question by any court.
[12/2002]

(5) Upon the application of a company and payment of the

prescribed fee, the Registrar shall issue to the company a
certificate confirming the decision under subsection (2).
[12/2002]

Power of company to provide for employees on cessation of

business
24.—(1) The powers of a company shall, if they would not
otherwise do so, be deemed to include power to make provision, in
connection with any cessation of the whole or any part of the business
carried on by the company or any subsidiary of the company, for the
benefit of persons employed or formerly employed by the company
or its subsidiary.
[10/74]

(2) Subsection (1) relates only to the capacity of a company as a

body corporate and is without prejudice to any provision in a
company’s constitution requiring any exercise of the power
mentioned in that subsection to be approved by the company in
general meeting or otherwise prescribing the manner in which that
power is to be exercised.
[10/74]
[Act 36 of 2014 wef 03/01/2016]

Ultra vires transactions

25.—(1) No act or purported act of a company (including the
entering into of an agreement by the company and including any act
done on behalf of a company by an officer or agent of the company
under any purported authority, whether express or implied, of the
company) and no conveyance or transfer of property, whether real or
personal, to or by a company shall be invalid by reason only of the
fact that the company was without capacity or power to do such act or
to execute or take such conveyance or transfer.

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93 CAP. 50 Companies 2006 Ed.

(2) Any such lack of capacity or power may be asserted or relied

upon only in —
(a) proceedings against the company by any member of the
company or, where the company has issued debentures
secured by a floating charge over all or any of the
company’s property, by the holder of any of those
debentures or the trustee for the holders of those
debentures to restrain the doing of any act or acts or the
conveyance or transfer of any property to or by the
company;
(b) any proceedings by the company or by any member of the
company against the present or former officers of the
company; or
(c) any application by the Minister to wind up the company.
[42/2005]

(3) If the unauthorised act, conveyance or transfer sought to be

restrained in any proceedings under subsection (2)(a) is being or is to
be performed or made pursuant to any contract to which the company
is a party, the Court may, if all the parties to the contract are parties to
the proceedings and if the Court considers it to be just and equitable,
set aside and restrain the performance of the contract and may allow
to the company or to the other parties to the contract, as the case
requires, compensation for the loss or damage sustained by either of
them which may result from the action of the Court in setting aside
and restraining the performance of the contract but anticipated profits
to be derived from the performance of the contract shall not be
awarded by the Court as a loss or damage sustained.

No constructive notice
25A. Notwithstanding anything in the constitution of a company, a
person is not affected by, or deemed to have notice or knowledge of
the contents of, the constitution of, or any other document relating to,
the company merely because —
(a) the constitution or document is registered by the Registrar;
or

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2006 Ed. Companies CAP. 50 94
(b) the constitution or document is available for inspection at
the registered office of the company.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

Power of directors to bind company

25B.—(1) In favour of a person dealing with a company in good
faith, the power of the directors to bind the company, or authorise
others to do so, shall be deemed to be free of any limitation under the
company’s constitution.
(2) For the purposes of subsection (1), a person dealing with a
company —
(a) is not bound to enquire as to any limitation on the powers
of the directors to bind the company or authorise others to
do so; and
(b) is presumed to have acted in good faith unless the contrary
is proved.
(3) The references in subsection (1) or (2) to limitations on the
directors’ powers under the company’s constitution include
limitations deriving —
(a) from a resolution of the company or of any class of
shareholders; or
(b) from any agreement between the members of the company
or of any class of shareholders.
(4) This section shall not affect any right of a member of the
company to bring proceedings to restrain the doing of an action that is
beyond the powers of the directors; but no such proceedings shall lie
in respect of an act to be done in fulfilment of a legal obligation
arising from a previous act of the company.
(5) This section shall not affect any liability incurred by the
directors, or any other person, by reason of the directors exceeding
their powers.
(6) This section shall have effect subject to section 25C.
[Act 36 of 2014 wef 03/01/2016]

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95 CAP. 50 Companies 2006 Ed.

Constitutional limitations: transactions with directors or their

associates
25C.—(1) This section shall apply to a transaction if or to the extent
that its validity depends on section 25B.
(2) Nothing in this section shall be construed as excluding the
operation of any other written law or rule of law by virtue of which
the transaction may be called in question or any liability to the
company may arise.
(3) Where —
(a) a company enters into such a transaction; and
(b) the parties to the transaction include —
(i) a director of the company or of its holding company;
or
(ii) a person connected with any such director,
the transaction is voidable at the instance of the company.
(4) Whether or not it is avoided, any such party to the transaction as
is mentioned in subsection (3)(b)(i) or (ii), and any director of the
company who authorised the transaction, is liable —
(a) to account to the company for any gain he has made
directly or indirectly by the transaction; and
(b) to indemnify the company for any loss or damage resulting
from the transaction.
(5) The transaction ceases to be voidable if —
(a) restitution of any money or other asset which was the
subject-matter of the transaction is no longer possible;
(b) the company is indemnified for any loss or damage
resulting from the transaction;
(c) rights acquired bona fide for value and without actual
notice of the directors exceeding their powers by a person
who is not party to the transaction would be affected by the
avoidance; or
(d) the transaction is affirmed by the company.

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2006 Ed. Companies CAP. 50 96
(6) A person other than a director of the company is not liable under
subsection (4) if he shows that at the time the transaction was entered
into he did not know that the directors were exceeding their powers.
(7) Nothing in subsections (1) to (6) shall affect the rights of any
party to the transaction not within subsection (3)(b)(i) or (ii); but the
court may, on the application of the company or any such party, make
an order affirming, severing or setting aside the transaction on such
terms as appear to the court to be just.
(8) In this section, “transaction” includes any act.
[Act 36 of 2014 wef 03/01/2016]

Persons connected with director in section 25C

25D.—(1) For the purposes of section 25C, a reference to a person
connected with a director means —
(a) a member of the director’s family;
(b) a body corporate with which the director is connected
within the meaning of subsection (2)(b);
(c) a person acting in his capacity as trustee of a trust —
(i) the beneficiaries of which include the director or a
person who by virtue of paragraph (a) or (b) is
connected with him; or
(ii) the terms of which confer a power on the trustees that
may be exercised for the benefit of the director or any
such person,
other than a trust for the purposes of an employees’ share
scheme or on a pension scheme;
(d) a person acting in his capacity as partner —
(i) of the director; or
(ii) of a person who, by virtue of paragraph (a), (b) or (c),
is connected with that director;
(e) a firm that is a legal person under the law by which it is
governed and in which —
(i) the director is a partner;

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97 CAP. 50 Companies 2006 Ed.

(ii) a partner is a person who, by virtue of paragraph (a),

(b) or (c), is connected with the director; or
(iii) a partner is a firm in which the director is a partner or
in which there is a partner who, by virtue of
paragraph (a), (b) or (c), is connected with the
director; and
(f) a reference to a person connected with a director of a
company does not include a person who is himself a
director of the company.
(2) For the purposes of this section —
(a) a member of a director’s family shall include his spouse,
son, adopted son, step-son, daughter, adopted daughter and
step-daughter;
(b) a director is connected with a body corporate if, and only if,
he and the persons connected with him together —
(i) are interested in at least 20% of the share capital of
that body corporate; or
(ii) are entitled to exercise or control, directly or
indirectly, the exercise of more than 20% of the
voting power at any general meeting of that body
corporate;
(c) a reference in paragraph (b)(ii) to voting power the
exercise of which is controlled by a director includes
voting power whose exercise is controlled by a body
corporate controlled by him;
(d) for the avoidance of circularity in the application of
subsection (1) —
(i) a body corporate with which a director is connected
is not treated for the purposes of this subsection as
connected with him unless it is also connected with
him by virtue of subsection (1)(c) or (d); and
(ii) a trustee of a trust the beneficiaries of which include
(or may include) a body corporate with which a
director is connected is not treated for the purposes

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2006 Ed. Companies CAP. 50 98
of this subsection as connected with a director by
reason only of that fact; and
(e) “body corporate” includes a body incorporated outside
Singapore, but does not include —
(i) a corporation sole; or
(ii) a partnership that, whether or not a legal person, is
not regarded as a body corporate under the law by
which it is governed.
[Act 36 of 2014 wef 03/01/2016]

General provisions as to alteration of constitution

26.—(1) Unless otherwise provided in this Act, the constitution of a
company may be altered or added to by special resolution.
[Act 36 of 2014 wef 03/01/2016]

(1AA) Any alteration or addition made to the constitution under

subsection (1) shall, subject to this Act, be deemed to form part of the
original constitution on and from the date of the special resolution or
such later date as is specified in the resolution.
[Act 36 of 2014 wef 03/01/2016]

(1AB) A special resolution adopting the whole or any part of the

model constitution prescribed under section 36 for the description to
which the company belongs may do so by reference to the title of the
model constitution, or to the numbers of the particular regulations of
the model constitution and need not set out the text of the whole or
part of the model constitution to be adopted.
[Act 36 of 2014 wef 03/01/2016]

(1A) Subsection (1) is subject to section 26A and to any provision

included in the constitution of a company in accordance with that
section.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(1B) Notwithstanding subsection (1), a provision contained in the

constitution of a company immediately before 1st April 2004 and
which could not be altered under the provisions of this Act in force

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99 CAP. 50 Companies 2006 Ed.

immediately before that date, may be altered only if all the members
of the company agree.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(2) In addition to observing and subject to any other provision of

this Act requiring the lodging with the Registrar of any resolution of a
company or order of the Court or other document affecting the
constitution of a company, the company shall within 14 days after the
passing of any such resolution or the making of any such order lodge
with the Registrar a copy of such resolution or other document or a
copy of such order together with (unless the Registrar dispenses
therewith) a copy of the constitution as adopted or altered, as the case
may be.
[Act 36 of 2014 wef 03/01/2016]

(2A) If default is made in complying with subsection (2), the

company and every officer of the company who is in default shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $1,000 and also to a default penalty.
[Act 36 of 2014 wef 03/01/2016]

(3) The Registrar shall register every resolution, order or other

document lodged with him under this Act that affects the constitution
of a company and, where an order is so registered, shall issue to the
company a notice of the registration of that order.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(4) [Deleted by Act 12 of 2002]

(5) Notice of the registration shall be published in such manner, if
any, as the Court or the Registrar directs.
(6) The Registrar shall, where appropriate, issue a notice of
incorporation in accordance with the alteration made to the
constitution.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(7) Upon the application of a company and payment of the

prescribed fee, the Registrar shall issue to the company a

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2006 Ed. Companies CAP. 50 100
certificate confirming the incorporation in accordance with the
alteration made to the constitution.
[Act 36 of 2014 wef 03/01/2016]

Power to entrench provisions of constitution of company

26A.—(1) An entrenching provision may —
(a) be included in the constitution with which a company is
formed; and
(b) at any time be inserted in the constitution of a company
only if all the members of the company agree.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(2) An entrenching provision may be removed or altered only if all

the members of the company agree.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(3) The provisions of this Act relating to the alteration of the

constitution of a company are subject to any entrenching provision in
the constitution of a company.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(4) In this section, “entrenching provision” means a provision of the

constitution of a company to the effect that other specified provisions
of the constitution —
(a) may not be altered in the manner provided by this Act; or
(b) may not be so altered except —
(i) by a resolution passed by a specified majority greater
than 75% (the minimum majority required by this
Act for a special resolution); or
(ii) where other specified conditions are met.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

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101 CAP. 50 Companies 2006 Ed.

Names of companies
27.—(1) Except with the consent of the Minister or as provided in
subsection (1B), the Registrar must refuse to register a company
under this Act under a name which, in the opinion of the Registrar —
(a) is undesirable;
(b) is identical to the name of any other company, limited
liability partnership, limited partnership or corporation or
to any registered business name;
(c) is identical to a name reserved under subsection (12B),
subsection (12B) as applied by section 357(2), or
section 378(15), section 16 of the Business Names
Registration Act 2014, section 19(4) of the Limited
Liability Partnerships Act (Cap. 163A) or section 17(4)
of the Limited Partnerships Act (Cap. 163B); or
[Act 15 of 2017 wef 11/10/2017]

(d) is a name of a kind that the Minister has directed the

Registrar not to accept for registration.
[Act 36 of 2014 wef 03/01/2016]

(1A) In addition to subsection (1), the Registrar must, on or after the

date of commencement of section 22 of the Companies (Amendment)
Act 2014, except with the consent of the Minister, refuse to register a
company under a name, if —
(a) it is identical to the name of a company that was
dissolved —
(i) unless, in a case where the company was dissolved
following its winding up under Part X, a period of at
least 2 years has passed after the date of dissolution;
or
(ii) unless, in a case where the company was dissolved
following its name being struck off the register under
section 344 or 344A, a period of at least 6 years has
passed after the date of dissolution;
(b) it is identical to the business name of a person whose
registration and registration of that business name has been
cancelled under the Business Names Registration Act 2014

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2006 Ed. Companies CAP. 50 102
or had ceased under section 22 of that Act, unless a period
of at least one year has passed after the date of cancellation
or cessation;
(c) it is identical to the name of a foreign company notice of
the dissolution of which has been given to the Registrar
under section 377(2), unless a period of at least 2 years has
passed after the date of dissolution;
(d) it is identical to the name of a limited liability partnership
that was dissolved —
(i) unless, in a case where the limited liability
partnership was dissolved following its winding up
under section 30 of, and the Fifth Schedule to, the
Limited Liability Partnerships Act (Cap. 163A), a
period of at least 2 years has passed after the date of
dissolution; or
(ii) unless, in a case where the limited liability
partnership was dissolved following its name being
struck off the register under section 38 of the Limited
Liability Partnerships Act, a period of at least 6 years
has passed after the date of dissolution; or
(e) it is identical to the name of a limited partnership that was
cancelled or dissolved —
(i) unless, in a case where the registration of the limited
partnership was cancelled under section 14(1) or
19(4) of the Limited Partnerships Act (Cap. 163B), a
period of at least one year has passed after the date of
cancellation; or
(ii) unless, in a case where notice was lodged with the
Registrar of Limited Partnerships that the limited
partnership was dissolved under section 19(2) of the
Limited Partnerships Act, a period of at least one
year has passed after the date of dissolution.
[Act 36 of 2014 wef 03/01/2016]

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103 CAP. 50 Companies 2006 Ed.

(1B) Despite subsection (1), the Registrar may, on or after the date
of commencement of section 22 of the Companies (Amendment) Act
2014, register a company under —
(a) a name that is identical to the name of a foreign company
registered under Division 2 of Part XI —
(i) in respect of which notice was lodged under
section 377(1) that the foreign company has ceased
to have a place of business in Singapore or ceased to
carry on business in Singapore, if a period of at least
3 months has passed after the date of cessation; and
(ii) the name of which was struck off the register under
section 377(8), (9) or (10), if a period of at least
6 years has passed after the date the name was so
struck off; or
(b) a name that is identical to the name of a limited partnership
in respect of which notice was lodged under section 19(1)
of the Limited Partnerships Act that the limited partnership
ceased to carry on business in Singapore, if a period of at
least one year has passed after the date of cessation.
[Act 36 of 2014 wef 03/01/2016]

(2) Notwithstanding anything in this section and section 28 (other

than section 28(4)), where the Registrar is satisfied that the company
has been registered (whether through inadvertence or otherwise and
whether before, on or after 30th January 2006) by a name —
(a) which is one that is not permitted to be registered under
subsection (1)(a), (b) or (d);
[Act 36 of 2014 wef 03/01/2016]

(aa) which is one that is not permitted to be registered under

subsection (1A) until the expiry of the relevant period
referred to in that subsection;
[Act 36 of 2014 wef 03/01/2016]

(ab) which is one that is permitted to be registered under

subsection (1B) only after the expiry of the relevant period
referred to in that subsection;
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 104
(b) which so nearly resembles the name of any other company,
or any corporation, limited liability partnership, limited
partnership or registered business name, as to be likely to
be mistaken for it; or
[Act 36 of 2014 wef 03/01/2016]

(c) the use of which has been restrained by an injunction

granted under the Trade Marks Act (Cap. 332),
the Registrar may direct the first-mentioned company to change its
name, and the company shall comply with the direction within
6 weeks after the date of the direction or such longer period as the
Registrar may allow, unless the direction is annulled by the Minister.
[21/2005]

(2A) Any person may apply, in writing, to the Registrar to give a

direction to a company under subsection (2) on a ground referred to in
that subsection; but the Registrar shall not consider any application to
give a direction to a company on the ground referred to in
subsection (2)(b) unless the Registrar receives the application
within 12 months from the date of incorporation of the company.
[12/2002]

(2B) If the company fails to comply with subsection (2), the

company and its officers 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.
[12/2002]

(2C) [Deleted by Act 36 of 2014 wef 03/01/2016]

(2D) [Deleted by Act 36 of 2014 wef 03/01/2016]
(3) [Deleted by Act 36 of 2014 wef 03/01/2016]
(4) [Deleted by Act 36 of 2014 wef 03/01/2016]
(5) An appeal to the Minister against the following decisions of the
Registrar that are made on or after the date of commencement of
section 22 of the Companies (Amendment) Act 2014 may be made by
the following persons within the following times:
(a) in the case of the Registrar’s decision under subsection (2),
by the company aggrieved by the decision within 30 days
after the decision; and

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105 CAP. 50 Companies 2006 Ed.

(b) in the case of the Registrar’s refusal to give a direction to a

company under subsection (2) pursuant to an application
under subsection (2A), by the applicant aggrieved by the
refusal within 30 days after being informed of the refusal.
[Act 36 of 2014 wef 03/01/2016]

(5AA) The decision of the Minister on an appeal made under

subsection (5) is final.
[Act 36 of 2014 wef 03/01/2016]

(5A) For the avoidance of doubt, where the Registrar makes a

decision under subsection (2) or the Minister makes a decision under
subsection (5), he shall accept as correct any decision of the Court to
grant an injunction referred to in subsection (2)(c).
[21/2005]

(6) The Minister shall cause a direction given by him under

subsection (1) to be published in the Gazette.
(7) Subject to section 29, a limited company shall have either
“Limited” or “Berhad” as part of and at the end of its name.
[12/2002]

(8) A private company shall have the word “Private” or “Sendirian”

as part of its name, inserted immediately before the word “Limited”
or “Berhad” or, in the case of an unlimited company, at the end of its
name.
(9) It shall be lawful to use and no description of a company shall be
deemed inadequate or incorrect by reason of the use of —
(a) the abbreviation “Pte.” in lieu of the word “Private” or the
abbreviation “Sdn.” in lieu of the word “Sendirian”
contained in the name of a company;
(b) the abbreviation “Ltd.” in lieu of the word “Limited” or the
abbreviation “Bhd.” in lieu of the word “Berhad”
contained in the name of a company; or
(c) any of such words in lieu of the corresponding abbreviation
contained in the name of a company.
(10) A person may apply in the prescribed form to the Registrar for
the reservation of a name set out in the application as —

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2006 Ed. Companies CAP. 50 106
(a) the name of an intended company; or
[Act 36 of 2014 wef 03/01/2016]

(b) the name to which a company proposes to change its name.

[Act 36 of 2014 wef 03/01/2016]

(c) [Deleted by Act 36 of 2014 wef 03/01/2016]

(11) A company shall not be registered under section 19(3) and the
Registrar shall not approve the change of name of a company under
section 28(2) unless the name which it is proposed to be registered or
the proposed new name, as the case may be, has been reserved under
subsection (12).
[15/84; 12/2002]

(12) The Registrar may approve an application made under

subsection (10) only if the Registrar is satisfied that —
(a) the application is made in good faith; and
(b) the name to be reserved is one in respect of which a
company may be registered having regard to
subsections (1), (1A) and (1B).
[Act 36 of 2014 wef 03/01/2016]

(12A) The Registrar must refuse to approve an application to

reserve a name under subsection (10) as the name of an intended
company if the Registrar is satisfied that —
(a) the name is for a company that is likely to be used for an
unlawful purpose or for purposes prejudicial to public
peace, welfare or good order in Singapore; or
(b) it would be contrary to the national security or interest for
the company to be registered.
[Act 36 of 2014 wef 03/01/2016]

(12B) Where an application for a reservation of a name is made

under subsection (10), the Registrar must reserve the proposed name
for a period starting at the time the Registrar receives the application
and ending —
(a) if the Registrar approves the application, 60 days after the
date on which the Registrar notifies the applicant that the
application has been approved, or such further period of

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107 CAP. 50 Companies 2006 Ed.

60 days as the Registrar may, on application made in good

faith, extend; or
(b) if the Registrar refuses to approve the application, on the
date on which the Registrar notifies the applicant of the
refusal.
[Act 36 of 2014 wef 03/01/2016]

(12C) A person aggrieved by a decision of the Registrar —

(a) refusing to approve an application under subsection (10);
or
(b) refusing an application under subsection (12B)(a) to
extend the reservation period,
may, within 30 days after being informed of the Registrar’s decision,
appeal to the Minister whose decision is final.
[Act 36 of 2014 wef 03/01/2016]

(13) If, at any time during a period for which a name is reserved,
application is made to the Registrar for an extension of that period
and the Registrar is satisfied as to the bona fides of the application, he
may extend that period for a further period of 60 days.
[Act 36 of 2014 wef 01/07/2015]

(14) [Deleted by Act 36 of 2014 wef 03/01/2016]

(15) The reservation of a name under this section in respect of an
intended company or company does not in itself entitle the intended
company or company to be registered by that name, either originally
or upon change of name.
[Act 36 of 2014 wef 03/01/2016]

(16) In this section and section 28, “registered business name” has
the same meaning as in section 2(1) of the Business Names
Registration Act 2014.
[Act 36 of 2014 wef 03/01/2016]

Change of name
28.—(1) A company may by special resolution resolve that its
name should be changed to a name by which the company could be
registered under section 27(1), (1A) or (1B).
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 108
(2) If the Registrar approves the name which the company has
resolved should be its new name, he shall register the company under
the new name and issue to the company a notice of incorporation of
the company under the new name and, upon the issue of such notice,
the change of name shall become effective.
[12/2002]

(3) Notwithstanding anything in this section and section 27, if the

name of a company is, whether through inadvertence or otherwise or
whether originally or by a change of name —
(a) a name that is not permitted to be registered under
section 27(1)(a), (b) or (d);
(b) a name that is not permitted to be registered under
section 27(1A) until the expiry of the relevant period
referred to in that section;
(c) a name that is permitted to be registered under
section 27(1B) only after the expiry of the relevant
period referred to in that section;
(d) a name that so nearly resembles the name of another
company, or a corporation, limited liability partnership,
limited partnership or a registered business name of any
person as to be likely to be mistaken for it; or
(e) a name the use of which has been restrained by an
injunction granted under the Trade Marks Act (Cap. 332),
the company may by special resolution change its name to a name
that is not referred to in paragraph (a), (b), (c), (d) or (e) and, if the
Registrar so directs, shall so change it within 6 weeks after the date of
the direction or such longer period as the Registrar may allow, unless
the direction is annulled by the Minister.
[Act 36 of 2014 wef 03/01/2016]

(3AA) The Registrar shall not direct a change of name under

subsection (3) on the ground that the name of the company could not
be registered without contravention of section 27(1)(c).
[Act 36 of 2014 wef 03/01/2016]

(3A) Any person may apply in writing to the Registrar to give a

direction to a company under subsection (3) on a ground referred to in

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109 CAP. 50 Companies 2006 Ed.

that subsection; but the Registrar shall not consider any application to
give a direction to a company on the ground referred to in
subsection (3)(d) unless the Registrar receives the application
within 12 months from the date of change of name of the company.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(3B) If the company fails to comply with subsection (3), the

company and its officers 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.
[12/2002]

(3C) [Deleted by Act 36 of 2014 wef 03/01/2016]

(3D) An appeal to the Minister against the following decisions of
the Registrar that are made on or after the date of commencement of
section 23 of the Companies (Amendment) Act 2014 may be made by
the following persons within the following times:
(a) in the case of the Registrar’s decision under subsection (3),
by the company aggrieved by the decision within 30 days
after the decision; and
(b) in the case of the Registrar’s refusal to give a direction to a
company under subsection (3) pursuant to an application
under subsection (3A), by the applicant aggrieved by the
refusal within 30 days after being informed of the refusal.
[Act 36 of 2014 wef 03/01/2016]

(3DA) The decision of the Minister on an appeal made under

subsection (3D) is final.
[Act 36 of 2014 wef 03/01/2016]

(3E) For the avoidance of doubt, where the Registrar makes a

decision under subsection (3) or the Minister makes a decision under
subsection (3DA), the Registrar or the Minister, as the case may be,
shall accept as correct any decision of the Court to grant an injunction
referred to in subsection (3)(e).
[Act 36 of 2014 wef 03/01/2016]

(4) Where the name of a company incorporated pursuant to any

corresponding previous written law has not been changed since
29th December 1967, the Registrar shall not, except with the approval

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2006 Ed. Companies CAP. 50 110
of the Minister, exercise his power under subsection (3) to direct the
company to change its name.
[S 258/67]

(5) Upon the application of a company and payment of the

prescribed fee, the Registrar shall issue to the company a
certificate confirming the incorporation of the company under the
new name.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(6) A change of name pursuant to this Act shall not affect the
identity of the company or any rights or obligations of the company or
render defective any legal proceedings by or against the company,
and any legal proceedings that might have been continued or
commenced by or against it by its former name may be continued
or commenced by or against it by its new name.

Omission of “Limited” or “Berhad” in names of limited

companies, other than companies registered under Charities
Act
29.—(1) Where it is proved to the satisfaction of the Registrar that a
proposed limited company is being formed for the purpose of
providing recreation or amusement or promoting commerce,
industry, art, science, religion, charity, pension or superannuation
schemes or any other object useful to the community, that it has some
basis of national or general public interest and that it is in a financial
position to carry out the objects for which it is to be formed and will
apply its profits (if any) or other income in promoting its objects and
will prohibit the payment of any dividend to its members, the
Registrar may (after requiring, if he thinks fit, the proposal to be
advertised in such manner as he directs either generally or in a
particular case) approve that it be registered as a company with
limited liability without the addition of the word “Limited” or
“Berhad” to its name, and the company may be registered
accordingly.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

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111 CAP. 50 Companies 2006 Ed.

(2) Where it is proved to the satisfaction of the Registrar —

(a) that the objects of a limited company are restricted to those
specified in subsection (1) and to objects incidental or
conducive thereto;
(b) that the company has some basis of national or general
public interest;
(c) that the company is in a financial position to carry out the
objects for which it was formed; and
(d) that by its constitution the company is required to apply its
profits, if any, or other income in promoting its objects and
is prohibited from paying any dividend to its members,
the Registrar may grant his approval to the company to change its
name to a name which does not contain the word “Limited” or
“Berhad”, being a name approved by the Registrar.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(3) The Registrar may grant his approval on such conditions as the
Registrar thinks fit, and those conditions shall be binding on the
company and shall, if the Registrar so directs, be inserted in the
constitution of the company and the constitution may by special
resolution be altered to give effect to any such direction.
[Act 36 of 2014 wef 03/01/2016]

(4) Where the constitution of a company includes, as a result of a

direction of the Registrar given pursuant to subsection (3) or pursuant
to any corresponding previous written law, a provision that the
constitution shall not be altered except with the consent of the
Minister, the company may, with the consent of the Minister, by
special resolution alter any provision of the constitution.
[Act 36 of 2014 wef 03/01/2016]

(5) A company shall, while an approval granted under this section

to it is in force, be exempted from complying with the provisions of
this Act relating to the use of the word “Limited” or “Berhad” as any
part of its name.
[12/2002]

(6) Any approval granted under this section may at any time be
revoked by the Registrar and, upon revocation, the Registrar shall

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2006 Ed. Companies CAP. 50 112
enter the word “Limited” or “Berhad” at the end of the name of the
company in the register, and the company shall thereupon cease to
enjoy the exemption granted by reason of the approval under this
section but before the approval is so revoked the Registrar shall give
to the company notice in writing of his intention and shall afford it an
opportunity to be heard.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(6A) If the Registrar is of the opinion that a company has ceased to

satisfy the conditions of approval granted under subsection (1) or (2),
the Registrar may revoke the approval.
[Act 36 of 2014 wef 03/01/2016]

(7) Where the approval of the Registrar under this section is

revoked, the constitution of the company may be altered by special
resolution so as to remove any provision in or to the effect that the
constitution may be altered only with the consent of the Minister.
[Act 36 of 2014 wef 03/01/2016]

(8) Notice of any approval under this section shall be given by the
Registrar to the company or, in the case of a proposed limited
company, to the applicant for the approval.
[Act 36 of 2014 wef 03/01/2016]

(8A) An appeal to the Minister against a decision of the Registrar

under subsection (1) or (2) may be made by the following persons
within the following times:
(a) in the case of a decision made by the Registrar under
subsection (1), by the promoter of the proposed limited
company within 30 days after the notice is given by the
Registrar under subsection (8); or
(b) in the case of a decision made by the Registrar under
subsection (2), by the company within 30 days after the
notice is given by the Registrar under subsection (8).
[Act 36 of 2014 wef 03/01/2016]

(9) Upon the application of the company or proposed limited

company and payment of the prescribed fee, the Registrar shall issue
to the company or proposed limited company a certificate confirming
the approval under this section.
[12/2002]

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113 CAP. 50 Companies 2006 Ed.

(10) This section shall not apply to a limited company that is

registered as a charity under the Charities Act (Cap. 37).
[Act 36 of 2014 wef 03/01/2016]

(11) Any approval of the Minister and any condition of the

Minister’s approval that was in force immediately before the
appointed day for a company —
(a) to be registered without the word “Limited” or “Berhad” to
its name; or
(b) to change its name to one which does not contain the word
“Limited” or “Berhad”,
shall on or after the appointed day be treated as the approval of the
Registrar and condition of the Registrar’s approval.
[Act 36 of 2014 wef 03/01/2016]

(12) Any reference to the Minister’s approval in any condition of

approval that was in force immediately before the appointed day that
was inserted in the constitution of a company pursuant to a direction
of the Minister under section 29(3) in force immediately before the
appointed day shall, on or after the appointed day, be read as a
reference to the Registrar.
[Act 36 of 2014 wef 03/01/2016]

(13) A reference to a direction of the Minister in subsections (3) and

(4) in force immediately before the appointed day shall, on or after the
appointed day, be read as a direction of the Registrar.
[Act 36 of 2014 wef 03/01/2016]

(14) In this section, “appointed day” means the date of

commencement of section 24 of the Companies (Amendment) Act
2014.
[Act 36 of 2014 wef 03/01/2016]
[Act 36 of 2014 wef 03/01/2016]

Omission of “Limited” or “Berhad” in names of companies

registered under Charities Act
29A.—(1) Notwithstanding section 28(1) and (2) but subject to
section 28(3) to (6), a limited company registered as a charity under
the Charities Act (Cap. 37) (referred to in this section as charitable
company) may change its name to omit the word “Limited” or
“Berhad” from its name.

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2006 Ed. Companies CAP. 50 114
(2) A charitable company that proposes to change its name to omit
the word “Limited” or “Berhad” from its name shall —
(a) alter its constitution to reflect the change of name; and
(b) file the prescribed form with the Registrar, together with a
copy of the special resolution authorising the change of
name.
(3) Upon receipt of the prescribed form referred to in
subsection (2)(b), the Registrar shall —
(a) register the name of the charitable company with the
omission of the word “Limited” or “Berhad” from its
name; and
(b) issue to the company a notice of incorporation of the
company under the new name.
(4) Upon issue of the notice under subsection (3)(b) —
(a) the change of name shall become effective; and
(b) the charitable company shall be exempted from the
provisions of this Act relating to the use of the word
“Limited” or “Berhad” as part of the name.
(5) If the Registrar is satisfied that a charitable company that is
registered with the omission of the word “Limited” or “Berhad” from
its name under this section has ceased to be a charitable company, the
Registrar shall enter the word “Limited” or “Berhad” at the end of the
name of the company and upon notice of that fact being given to the
company, the exemption under subsection (4)(b) shall cease.
[Act 36 of 2014 wef 03/01/2016]

Registration of unlimited company as limited company, etc.

30.—(1) Subject to this section —
(a) an unlimited company may convert to a limited company if
it was not previously a limited company that became an
unlimited company in pursuance of paragraph (b); and
(b) a limited company may convert to an unlimited company if
it was not previously an unlimited company that became a

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115 CAP. 50 Companies 2006 Ed.

limited company in pursuance of paragraph (a) or any

corresponding previous written law.
[15/84]

(2) Where a company applies to the Registrar for a change of status

as provided by subsection (1) and, subject to section 33(8) and (9) as
applied by subsection (7), lodges with the application the prescribed
documents relating to the application, the Registrar shall, upon
registration of such prescribed documents so lodged as are registrable
under this Act, issue to the company a notice of incorporation —
(a) appropriate to the change of status applied for; and
(b) specifying, in addition to the particulars prescribed in
respect of a notice of incorporation of a company of that
status, that the notice is issued in pursuance of this section,
and, upon the issue of such a notice of incorporation, the company
shall be deemed to be a company having the status specified therein.
[15/84; 12/2002]

(3) Where the status of a company is changed in pursuance of this

section, notice of the change of status shall be published in such
manner, if any, as the Registrar may direct.
[15/84]

(3A) Upon the application of the company and payment of the

prescribed fee, the Registrar shall issue to the company a certificate
confirming the incorporation of the company with the new status.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(4) In subsection (2), “prescribed documents”, in relation to an

application referred to in that subsection, means —
(a) a copy of a special resolution of the company —
(i) resolving to change the status of the company and
specifying the status sought;
(ii) making such alterations to the constitution of the
company as are necessary to bring the constitution
into conformity with the requirements of this Act
relating to the constitution of a company of the status
sought; and
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 116
(iii) [Deleted by Act 36 of 2014 wef 03/01/2016]
(iv) [Deleted by Act 36 of 2014 wef 03/01/2016]
(v) changing the name of the company to a name by
which it could be registered if it were a company of
the status sought;
(b) where, by a special resolution referred to in paragraph (a),
the constitution of the company is altered or added to — a
copy of the constitution as altered; and
[Act 36 of 2014 wef 03/01/2016]

(c) in the case of an application by a limited company to

convert to an unlimited company —
(i) the prescribed form of assent to the application
subscribed by or on behalf of all the members of the
company; and
(ii) a declaration by or on behalf of a director or the
secretary of the company, or a registered qualified
individual authorised by the company, verifying that
the persons by whom or on whose behalf such a form
of assent is subscribed constitute the whole
membership of the company and, if a member has
not subscribed the form himself, that the director,
secretary or registered qualified individual making
the declaration has taken all reasonable steps to
satisfy himself that each person who subscribed the
form was lawfully empowered to do so.
[15/84; 12/2002]
[Act 36 of 2014 wef 03/01/2016]

(5) Section 26(2) to (6) shall not apply to or in relation to an

application under this section or to any prescribed documents in
relation to the application.
[15/84]

(6) A special resolution passed for the purposes of an application

under this section shall take effect only upon the issue under this
section of a notice of incorporation of the company to which the
resolution relates.
[15/84; 12/2002]

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117 CAP. 50 Companies 2006 Ed.

(7) With such modifications as may be necessary, section 33

(except subsection (1) thereof) applies to and in respect of the
proposal, passing and lodging, and the cancellation or confirmation
by the Court, of a special resolution relating to a change of status as if
it were a special resolution under that section.
[15/84]

(8) A change in the status of a company in pursuance of this section

does not operate —
(a) to create a new legal entity;
(b) to prejudice or affect the identity of the body corporate
constituted by the company or its continuity as a body
corporate;
(c) to affect the property, or the rights or obligations, of the
company; or
(d) to render defective any legal proceedings by or against the
company,
and any legal proceedings that could have been continued or
commenced by or against it prior to the change in its status may,
notwithstanding the change in its status, be continued or commenced
by or against it after the change in its status.
[15/84]

Change from public to private company

31.—(1) A public company having a share capital may convert to a
private company by lodging with the Registrar —
(a) a copy of a special resolution —
(i) determining to convert to a private company and
specifying an appropriate alteration to its name; and
(ii) altering the provisions of its constitution so far as is
necessary to impose the restrictions and limitations
referred to in section 18(1);
(b) a list of persons holding shares in the company in the
prescribed form; and

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2006 Ed. Companies CAP. 50 118
(c) such other information relating to the company or its
members and officers as may be prescribed.
[Act 36 of 2014 wef 03/01/2016]

Change from private to public company

(2) A private company may, subject to its constitution, convert to a
public company by lodging with the Registrar —
(a) a copy of a special resolution determining to convert to a
public company and specifying an appropriate alteration to
its name;
(b) a statement in lieu of prospectus; and
(c) a declaration in the prescribed form verifying that
section 61(2)(b) has been complied with,
and thereupon the restrictions and limitations referred to in
section 18(1) as included in or deemed to be included in the
constitution of such company shall cease to form part of the
constitution.
[12/2002; 5/2004]
[Act 36 of 2014 wef 03/01/2016]

(3) On compliance by a company with subsection (1) or (2) and on

the issue of a notice of incorporation altered accordingly the company
shall be a private company or a public company (as the case requires).
[12/2002]

(3A) The public company referred to in subsection (2) shall, within

14 days after the issue of the notice of incorporation referred to in
subsection (3), lodge with the Registrar in the prescribed form a list of
persons holding shares in the company.
[Act 36 of 2014 wef 03/01/2016]

(4) A conversion of a company pursuant to subsection (1) or (2)

shall not affect the identity of the company or any rights or
obligations of the company or render defective any legal
proceedings by or against the company, and any legal proceedings
that could have been continued or commenced by or against it prior to
the conversion may, notwithstanding any change in the company’s
name or capacity in consequence of the conversion, be continued or
commenced by or against it after the conversion.

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119 CAP. 50 Companies 2006 Ed.

(5) Upon the application of the company and payment of the

prescribed fee, the Registrar shall issue to the company a certificate
confirming the incorporation of the company with the new status.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

Default in complying with requirements as to private

companies
32.—(1) [Deleted by Act 5 of 2004]
(2) Where —
(a) default has been made in relation to a private company in
complying with a limitation of a kind specified in
section 18(1)(b) that is included, or is deemed to be
included in the constitution of the company;
(b) [Deleted by Act 5 of 2004]
(c) the constitution of a private company have been so altered
that they no longer include restrictions or limitations of the
kinds specified in section 18(1); or
(d) a private company has ceased to have a share capital,
the Registrar may by notice served on the company determine that, on
such date as is specified in the notice, the company ceased to be a
private company.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(3) Where, under this section, the Court or the Registrar determines
that a company has ceased to be a private company —
(a) the company shall be a public company and shall be
deemed to have been a public company on and from the
date specified in the order or notice;
(b) the company shall, on the date so specified be deemed to
have changed its name by the omission from its name of
the word “Private” or the word “Sendirian”, as the case
requires; and
(c) the company shall, within a period of 14 days after the date
of the order or the notice, lodge with the Registrar —

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2006 Ed. Companies CAP. 50 120
(i) a statement in lieu of prospectus; and
(ii) a declaration in the prescribed form verifying that
section 61(2)(b) has been complied with.
[12/2002; 21/2005]

(4) Where the Court is satisfied that a default or alteration referred

to in subsection (2) has occurred but that it was accidental or due to
inadvertence or to some other sufficient cause or that on other
grounds it is just and equitable to grant relief, the Court may, on such
terms and conditions as to the Court seem just and expedient,
determine that the company has not ceased to be a private company.
[5/2004]

(5) A company that, by virtue of a determination made under this

section, has become a public company shall not convert to a private
company without the leave of the Court.
(6) If default is made in complying with subsection (3)(c), 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.
[15/84]

(7) [Deleted by Act 5 of 2004]

(8) Where default is made in relation to a private company in
complying with any restriction or limitation of a kind specified in
section 18(1) that is included, or deemed to be included, in the
constitution of the company, 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 or to
imprisonment for a term not exceeding 12 months.
[15/84; 5/2004]
[Act 36 of 2014 wef 03/01/2016]

Alterations of objects in constitution

33.—(1) Subject to this section, a company may by special
resolution alter the provisions of its constitution with respect to the
objects of the company, if any.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

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121 CAP. 50 Companies 2006 Ed.

(2) Where a company proposes to alter its constitution, with respect

to the objects of the company, it shall give 21 days’ written notice by
post or by electronic communications in accordance with
section 387A or 387C, specifying the intention to propose the
resolution as a special resolution and to submit it for passing at a
meeting of the company to be held on a day specified in the notice.
[Act 36 of 2014 wef 03/01/2016]

(3) The notice shall be given to all members, and to all trustees for
debenture holders and, if there are no trustees for any class of
debenture holders, to all debenture holders of that class whose names
are, at the time of the posting of the notice, known to the company.
(4) The Court may in the case of any person or class of persons for
such reasons as to it seem sufficient dispense with the notice required
by subsection (2).
(5) If an application for the cancellation of an alteration is made to
the Court in accordance with this section by —
(a) the holders of not less in the aggregate than 5% of the total
number of issued shares of the company or any class of
those shares or, if the company is not limited by shares, not
less than 5% of the company’s members; or
(b) the holders of not less than 5% in nominal value of the
company’s debentures,
the alteration shall not have effect except so far as it is confirmed by
the Court.
[10/74; 21/2005]

(5A) For the purposes of subsection (5), any of the company’s

issued shares held as treasury shares shall be disregarded.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(6) The application shall be made within 21 days after the date on
which the resolution altering the company’s objects was passed, and
may be made on behalf of the persons entitled to make the application
by such one or more of their number as they appoint in writing for the
purpose.

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2006 Ed. Companies CAP. 50 122
(7) On the application, the Court —
(a) shall 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;
(b) may 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) of the
interests of dissentient members;
(c) may give such directions and make such orders as it thinks
expedient for facilitating or carrying into effect any such
arrangement; and
(d) may make an order cancelling the alteration or confirming
the alteration either wholly or in part and on such terms and
conditions as it thinks fit.
(8) Notwithstanding any other provision of this Act, a copy of a
resolution altering the objects of a company shall not be lodged with
the Registrar before the expiration of 21 days after the passing of the
resolution, or if any application to the Court has been made, before
the application has been determined by the Court, whichever is the
later.
(9) A copy of the resolution shall be lodged with the Registrar by
the company within 14 days after the expiration of the 21 days
referred to in subsection (8), but if an application has been made to
the Court in accordance with this section, the copy shall be lodged
with the Registrar together with a copy of the order of the Court
within 14 days after the application has been determined by the Court.
[12/2002]

(10) On compliance by a company with subsection (9), the

alteration, if any, of the objects shall take effect.
(11) For the avoidance of doubt, a reference in this section to the
alteration of any provision of the constitution of a company or the
alteration of the objects of a company includes the removal of that
provision or of all or any of those objects.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

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123 CAP. 50 Companies 2006 Ed.

Alteration of constitution by company pursuant to repeal and

re-enactment of sections 10 and 14 of Residential Property Act
34.—(1) Where the constitution of a company contains any of the
provisions referred to in section 10(1) of the Residential Property Act
(Cap. 274) in force immediately before 31st March 2006, the
company may, by special resolution, amend its constitution to remove
that provision.
[9/2006]
[Act 36 of 2014 wef 03/01/2016]

(2) Where the constitution of a company contains a provision to the

effect that its constitution shall not be altered to remove any of the
provisions referred to in section 10(1) of the Residential Property Act
in force immediately before 31st March 2006 except in accordance
with the requirements of that Act —
(a) that provision shall cease to have effect as from that date;
and
(b) the company may, by special resolution, amend its
constitution to remove that provision.
[9/2006]
[Act 36 of 2014 wef 03/01/2016]

Regulations for company

35.—(1) Subject to this section, a company’s constitution shall
contain the regulations for the company.
(2) Subsection (1) does not apply to a company limited by shares
that was incorporated before the date of commencement of section 29
of the Companies (Amendment) Act 2014.
(3) Notwithstanding subsection (2), where immediately before the
date of commencement of section 29 of the Companies (Amendment)
Act 2014, regulations were in force for a company, whether the
regulations were prescribed in the company’s registered articles, or
were applicable in lieu of or in addition to the company’s registered
articles by virtue of section 36(2) in force before that date, such
regulations shall be deemed to be the regulations for the company
contained in the company’s constitution for the purposes of

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2006 Ed. Companies CAP. 50 124
subsection (1) until such time as the constitution of the company is
amended to replace or amend those regulations.
[Act 36 of 2014 wef 03/01/2016]

Model constitution
36.—(1) The Minister may prescribe model constitutions for —
(a) private companies; and
(b) companies limited by guarantee,
(referred to in this section and section 37 as specified companies).
(2) Different model constitutions may be prescribed for different
descriptions of specified companies.
[Act 36 of 2014 wef 03/01/2016]

Adoption of model constitution

37.—(1) A specified company may adopt as its constitution the
whole or any part of the model constitution prescribed under
section 36(1) for the type of company to which it belongs.
(2) A specified company may in its constitution adopt the whole
model constitution for the type of company to which it belongs by
reference to the title of the model constitution.
(3) Where a specified company adopts the whole model
constitution for the type of company to which it belongs, the
specified company may choose —
(a) to adopt the model constitution as in force at the time of
adoption; or
(b) to adopt the model constitution as may be in force from
time to time, in which case the model constitution for the
type of company to which the specified company belongs
that is for the time being in force shall, so far as applicable,
be the constitution for that specified company.
(4) A copy of the constitution of a specified company shall be
submitted to the Registrar, in accordance with section 19(1), where
the specified company —

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(a) adopts only part of the model constitution for the type of
company to which it belongs;
(b) includes provisions additional to those in the model
constitution; or
(c) includes object clauses as part of its constitution.
[Act 36 of 2014 wef 03/01/2016]

As to constitution of companies limited by guarantee

38.—(1) In the case of a company limited by guarantee, every
provision in the constitution or in any resolution of the company
purporting to give any person a right to participate in the divisible
profits of the company, otherwise than as a member, shall be void.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

(2) For the purposes of the provisions of this Act relating to the
constitution of a company limited by guarantee and of this section,
every provision in the constitution or in any resolution of a company
limited by guarantee purporting to divide the undertaking of the
company into shares or interests shall be treated as a provision for a
share capital notwithstanding that the number of the shares or
interests is not specified thereby.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

Effect of constitution
39.—(1) Subject to this Act, the constitution of a company shall
when registered bind the company and the members thereof to the
same extent as if it respectively had been signed and sealed by each
member and contained covenants on the part of each member to
observe all the provisions of the constitution.
[Act 36 of 2014 wef 03/01/2016]

(2) All money payable by any member to the company under the
constitution shall be a debt due from him to the company.
[Act 36 of 2014 wef 03/01/2016]

As to effect of alterations on members who do not consent

(3) Notwithstanding anything in the constitution of a company, no
member of the company, unless either before or after the alteration is

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2006 Ed. Companies CAP. 50 126
made he agrees in writing to be bound thereby, shall be bound by an
alteration made in the constitution after the date on which he became
a member so far as the alteration requires him to take or subscribe for
more shares than the number held by him at the date on which the
alteration is made or in any way increases his liability as at that date to
contribute to the share capital of or otherwise to pay money to the
company.
[Act 36 of 2014 wef 03/01/2016]

Copies of constitution
40.—(1) A company shall, on being so required by any member,
send to him a copy of the constitution, if any, subject to payment of $5
or such lesser sum as is fixed by the directors.
[Act 36 of 2014 wef 03/01/2016]

(2) Where an alteration is made in the constitution of a company, a

copy of the constitution shall not be issued by the company after the
date of alteration unless —
(a) the copy is in accordance with the alteration; or
(b) a printed copy of the order or resolution making the
alteration is annexed to the copy of the constitution and the
particular clauses affected are indicated in ink.
[Act 36 of 2014 wef 03/01/2016]

(3) *[Omitted]
(4) 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.
[Act 36 of 2014 wef 03/01/2016]

Ratification by company of contracts made before

incorporation
41.—(1) Any contract or other transaction purporting to be entered
into by a company prior to its formation or by any person on behalf of
a company prior to its formation may be ratified by the company after
its formation and thereupon the company shall become bound by and

*Subsection (3) of section 40 is omitted from the 2006 Ed., being obsolete by virtue of the amendment to
section 186 of the 1994 Ed. by the Companies (Amendment) Act 2003 (Act 8 of 2003).

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entitled to the benefit thereof as if it had been in existence at the date

of the contract or other transaction and had been a party thereto.
[10/74; 13/87]

(2) Prior to ratification by the company the person or persons who

purported to act in the name or on behalf of the company shall in the
absence of express agreement to the contrary be personally bound by
the contract or other transaction and entitled to the benefit thereof.

Form of contract
(3) Contracts on behalf of a corporation may be made as follows:
(a) a contract which if made between private persons would by
law be required to be in writing under seal may be made on
behalf of the corporation in writing under the common seal
of the corporation;
(b) a contract which if made between private persons would by
law be required to be in writing signed by the parties to be
charged therewith may be made on behalf of the
corporation in writing signed by any person acting under
its authority, express or implied;
(c) a contract which if made between private persons would by
law be valid although made by parol only (and not reduced
into writing) may be made by parol on behalf of the
corporation by any person acting under its authority,
express or implied,
and any contract so made shall be effectual in law and shall bind the
corporation and its successors and all other parties thereto and may be
varied or discharged in the manner in which it is authorised to be
made.

Authentication of documents
(4) A document or proceeding requiring authentication by a
corporation may be signed by an authorised officer of the
corporation and need not be under its common seal.

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Execution of deeds
(5) A corporation may by writing under its common seal empower
any person, either generally or in respect of any specified matters, as
its agent or attorney to execute deeds on its behalf and a deed signed
by such an agent or attorney on behalf of the corporation and under
his seal, or, subject to subsection (7), under the appropriate official
seal of the corporation shall bind the corporation and have the same
effect as if it were under its common seal.
(6) The authority of any such agent or attorney shall as between the
corporation and any person dealing with him continue during the
period, if any, mentioned in the instrument conferring the authority, or
if no period is therein mentioned then until notice of the revocation or
determination of his authority has been given to the person dealing
with him.

Official seal for use abroad

(7) A corporation whose objects require or comprise the transaction
of business outside Singapore may, if authorised by its constitution,
have for use in any place outside Singapore an official seal, which
shall be a facsimile of the common seal of the corporation with the
addition on its face of the name of the place where it is to be used and
the person affixing any such official seal shall, in writing under his
hand, certify on the instrument to which it is affixed the date on which
and the place at which it is affixed.
[Act 36 of 2014 wef 03/01/2016]

Authority of agent of a corporation need not be under seal,

unless seal required by law of foreign state
(8) The fact that a power of attorney or document of authorisation
given to or in favour of the donee of the power or agent of a
corporation is not under seal shall not, if such power of attorney or
document of authorisation is valid as a power of attorney or document
of authorisation in accordance with the laws of the country under
which such corporation is incorporated, affect for any purpose
intended to be effected in Singapore the validity or effect of any
instrument under seal executed on behalf of that corporation by such

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donee of the power or agent, which shall for all such purposes
whatsoever be as valid as if such authority had been under seal.
[13/87]

Retrospective application
(9) Subsection (8) shall also apply to every instrument under seal
executed before 15th May 1987 on behalf of any corporation by a
donee of a power or an agent of that corporation whose authority was
not under seal.
[13/87]

Common seal
41A.—(1) A company may have a common seal but need not have
one.
(2) Sections 41B and 41C apply whether a company has a common
seal or not.
[Act 15 of 2017 wef 31/03/2017]

Execution of deeds by company

41B.—(1) A company may execute a document described or
expressed as a deed without affixing a common seal onto the
document by signature —
(a) on behalf of the company by a director of the company and
a secretary of the company;
(b) on behalf of the company by at least 2 directors of the
company; or
(c) on behalf of the company by a director of the company in
the presence of a witness who attests the signature.
(2) A document mentioned in subsection (1) that is signed on behalf
of the company in accordance with that subsection has the same effect
as if the document were executed under the common seal of the
company.
(3) Where a document is to be signed by a person on behalf of more
than one company, the document is not considered to be signed by
that person for the purposes of subsection (1) or (2) unless the person
signs the document separately in each capacity.

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(4) This section applies in the case of a document mentioned in
subsection (1) that is executed by the company in the name or on
behalf of another person, whether or not that person is also a
company.
[Act 15 of 2017 wef 31/03/2017]

Alternative to sealing
41C. Where any written law or rule of law requires any document
to be under or executed under the common seal of a company, or
provides for certain consequences if it is not, a document satisfies that
written law or rule of law if the document is signed in the manner set
out in section 41B(1)(a), (b) or (c) and (3).
[Act 15 of 2017 wef 31/03/2017]

Prohibition of carrying on business with fewer than statutory

minimum of members
42. [Repealed by Act 5 of 2004]

Company or foreign company with a charitable purpose which

contravenes the Charities Act or regulations made thereunder
may be wound up or struck off the register
42A.—(1) This section shall apply to a company or a foreign
company —
(a) that is registered under the Charities Act (Cap. 37); or
(b) that has as its sole object or one of its principal objects a
charitable purpose connected with persons, events or
objects outside Singapore.
[22/93]

(2) A company or foreign company to which this section applies

that is convicted of an offence under the Charities Act or any
regulations made thereunder shall be deemed to be a company or
foreign company, as the case may be, that is being used for purposes
prejudicial to public welfare and may be liable, in the case of a
company, to be wound up by the Court under section 254(1)(m) or, in
the case of a foreign company, to have its name struck off the register
by the Registrar under section 377(8).
[22/93]

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(3) In this section, “charitable purpose” means any charitable

purpose or object or any other religious, public or social purpose or
object, whether or not charitable under the law of Singapore.
[22/93]

PART IV
SHARES, DEBENTURES AND CHARGES
Division — Prospectuses
Requirement to issue form of application for shares or
debentures with a prospectus
43. [Repealed by S 236/2002]

As to invitations to the public to lend money to or to deposit

money with a corporation
44. [Repealed by S 236/2002]

Contents of prospectuses
45. [Repealed by S 236/2002]

Profile statement
45A. [Repealed by S 236/2002]

Exemption from requirements as to form or content of

prospectus or profile statement
46. [Repealed by S 236/2002]

Abridged prospectus for renounceable rights issues

47. [Repealed by S 236/2002]

Restrictions on advertisements, etc.

48. [Repealed by S 236/2002]

As to retention of over-subscriptions in debenture issues

49. [Repealed by S 236/2002]

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Registration of prospectus
50. [Repealed by S 236/2002]

Lodging supplementary document or replacement document

50A. [Repealed by S 236/2002]

Exemption for certain governmental and international

corporations as regards the signing of a copy of prospectus by
all directors
51. [Repealed by S 236/2002]

Document containing offer of shares for sale deemed

prospectus
52. [Repealed by S 236/2002]

Allotment of shares and debentures where prospectus indicates

application to list on stock exchange
53. [Repealed by S 236/2002]

Expert’s consent to issue of prospectus containing statement by

him
54. [Repealed by S 236/2002]

Civil liability for false or misleading statements and omissions

55. [Repealed by S 236/2002]

Persons liable to inform person making offer or invitation

about certain deficiencies
55A. [Repealed by S 236/2002]

Defences
55B. [Repealed by S 236/2002]

Criminal liability for false or misleading statements and

omissions
56. [Repealed by S 236/2002]

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Division 2 — Restrictions on allotment and commencement of

business
Prohibition of allotment unless minimum subscription received
57. [Repealed by S 236/2002]

Application and moneys to be held by the company in trust in a

separate bank account until allotment
58. [Repealed by S 236/2002]

Restriction on allotment in certain cases

59.—(1) A public company having a share capital which does not
issue a prospectus on or with reference to its formation shall not allot
any of its shares or debentures unless, at least 3 days before the first
allotment of either shares or debentures, there has been lodged with
the Registrar a statement in lieu of prospectus which complies with
the requirements of this Act.
(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
$5,000 or to imprisonment for a term not exceeding 12 months.
[15/84]

(3) Every director of a company who knowingly contravenes or

permits or authorises the contravention of subsection (1) shall —
(a) be guilty of an offence; and
(b) be liable in addition to the penalty or punishment for the
offence to compensate the company and allottee
respectively for any loss, damages or costs which the
company or allottee has sustained or incurred thereby.
[42/2001]

(4) No proceedings for the recovery of any compensation referred

to in subsection (3)(b) shall be commenced after the expiration of 2
years from the date of the allotment.
[42/2001]

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Requirements as to statements in lieu of prospectus
60.—(1) To comply with the requirements of this Act, a statement
in lieu of prospectus lodged by or on behalf of a company —
(a) shall be signed by every person who is named therein as a
director or a proposed director of the company or by his
agent authorised in writing;
(b) shall, subject to Part III of the Sixth Schedule, be in the
form of and state the matters specified in Part I of that
Schedule and set out the reports specified in Part II of that
Schedule; and
(c) shall, where the persons making any report specified in
Part II of that Schedule have made therein or have, without
giving the reasons, indicated therein any such adjustments
as are mentioned in paragraph 5 of Part III of that
Schedule, have endorsed thereon or attached thereto a
written statement signed by those persons setting out the
adjustments and giving the reasons therefor.
(2) The Registrar shall not accept for registration any statement in
lieu of prospectus unless it appears to him to comply with the
requirements of this Act.
(3) Where in any statement in lieu of prospectus there is any untrue
statement or wilful non-disclosure, any director who signed the
statement in lieu of prospectus shall, unless he proves either that the
untrue statement or non-disclosure was immaterial or that he had
reasonable ground to believe and did up to the time of the delivery for
registration of the statement in lieu of prospectus believe that the
untrue statement was true or the non-disclosure immaterial, 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.
[15/84]

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Restrictions on commencement of business in certain

circumstances
61.—(1) Where a company having a share capital has issued a
prospectus inviting the public to subscribe for its shares, the company
shall not commence any business or exercise any borrowing power —
(a) if any money is or may become liable to be repaid to
applicants for any shares or debentures offered for public
subscription by reason of any failure to apply for or obtain
permission for listing for quotation on any securities
exchange; or
(b) unless —
(i) shares held subject to the payment of the whole
amount thereof in cash have been allotted to an
amount not less in the whole than the minimum
subscription;
(ii) every director has paid to the company on each of the
shares taken or contracted to be taken by him, and for
which he is liable to pay in cash, a proportion equal
to the proportion payable on application and
allotment on the shares offered for public
subscription; and
(iii) there has been lodged with the Registrar a
declaration in the prescribed form by —
(A) the secretary or one of the directors of the
company; or
(B) a registered qualified individual authorised by
the company,
[Act 36 of 2014 wef 03/01/2016]

verifying that sub-paragraphs (i) and (ii) have been

complied with.
[12/2002; 8/2003]

(2) Where a public company having a share capital has not issued a
prospectus inviting the public to subscribe for its shares, the company
shall not commence any business or exercise any borrowing power
unless —

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2006 Ed. Companies CAP. 50 136
(a) there has been lodged with the Registrar a statement in lieu
of prospectus which complies with the provisions of this
Act;
(b) every director of the company has paid to the company on
each of the shares taken or contracted to be taken by him,
and for which he is liable to pay in cash, a proportion equal
to the proportion payable on application and allotment on
the shares payable in cash; and
(c) there has been lodged with the Registrar a declaration in
the prescribed form by —
(i) the secretary or one of the directors of the company;
or
(ii) a registered qualified individual authorised by the
company,
[Act 36 of 2014 wef 03/01/2016]

verifying that paragraph (b) has been complied with.

[12/2002; 8/2003]

(3) The Registrar shall, on the lodgment of the declaration under

subsection (1)(b)(iii) or (2)(c), as the case may be, issue a notice in the
prescribed form that the company is entitled to commence business
and to exercise its borrowing powers; and that notice shall be
conclusive evidence of the matters stated in it.
[12/2002]

(4) Any contract made by a company before the date on which it is

entitled to commence business shall be provisional only and shall not
be binding on the company until that date, and on that date it shall
become binding.
(5) Where shares and debentures are offered simultaneously by a
company for subscription, nothing in this section shall prevent the
receipt by the company of any money payable on application for the
debentures.
(6) If any company commences business or exercises borrowing
powers in contravention of this section, every person who is
responsible for the contravention shall be guilty of an offence and

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137 CAP. 50 Companies 2006 Ed.

shall be liable on conviction to a fine not exceeding $4,000 and to a

default penalty of $250.
[15/84]

(7) Upon the application of a company which has received a notice

under subsection (3) and payment of the prescribed fee, the Registrar
shall issue to the company a certificate confirming that the company
is entitled to commence business and to exercise its borrowing
powers, and that certificate shall be conclusive evidence of the
matters stated in it.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

Restriction on varying contracts referred to in prospectus, etc.

62. A company shall not before the statutory meeting vary the terms
of a contract referred to in the prospectus or statement in lieu of
prospectus, unless the variation is made subject to the approval of the
statutory meeting.

Division 3 — Shares
No par value shares
62A.—(1) Shares of a company have no par or nominal value.
[21/2005]

(2) Subsection (1) shall apply to all shares, whether issued before,
on or after 30th January 2006.
[21/2005]

Transitional provisions for section 62A

62B.—(1) For the purpose of the operation of this Act on or after
30th January 2006 in relation to a share issued before that date —
(a) the amount paid on the share shall be 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 shall be the difference
between the price of issue of the share (but not including
any premium) and the amount paid on the share.
[21/2005]

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(2) On 30th 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 shall become part of
the company’s share capital.
[21/2005]

(3) Notwithstanding subsection (2), a company may use the amount

standing to the credit of its share premium account immediately
before 30th 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.
[21/2005]

(4) Notwithstanding subsection (2), if the company carries on

insurance business in Singapore immediately before 30th 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 (Cap. 142).
[21/2005]

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(5) Notwithstanding subsection (1), the liability of a shareholder for

calls in respect of money unpaid on shares issued before 30th January
2006 (whether on account of the par value of the shares or by way of
premium) shall not be affected by the shares ceasing to have a par
value.
[21/2005]

(6) For the purpose of interpreting and applying, on or after

30th 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 shall be 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 shall be taken to be 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 shall
be taken to be 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 shall be taken to be a
reference to that aggregate as it existed immediately before
that date as —

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2006 Ed. Companies CAP. 50 140
(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.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(7) A company may —

(a) at any time before —
(i) the date it is required under section 197(4) in force
immediately before the commencement of
section 111 of the Companies (Amendment) Act
2014 to lodge its first annual return after
30th January 2006; or
[Act 36 of 2014 wef 03/01/2016]

(ii) the expiry of 6 months from 30th January 2006,

whichever is the earlier; or
(b) within such longer period as the Registrar may, if he thinks
fit in the circumstances of the case, allow,
file with the Registrar a notice in the prescribed form of its share
capital.
[21/2005]

(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 30th January 2006.
[21/2005]

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 shall include the following
particulars:

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141 CAP. 50 Companies 2006 Ed.

(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) the full name, identification, nationality (if such
identification or nationality, as the case may be, is
required by the Registrar) and address of, and the
number and class of shares held by each of its members.
(2) An allotment of shares, other than a deemed allotment, by a
private company on or after the date of commencement of section 32
of the Companies (Amendment) Act 2014 does not take effect until
the electronic register of members of the company is updated by the
Registrar under section 196A(5).
(3) In this section and section 63A, “deemed allotment” means an
issue of shares without formal allotment to subscribers to the
constitution.
[Act 36 of 2014 wef 03/01/2016]

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 shall 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);

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2006 Ed. Companies CAP. 50 142
(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) the full name, identification, nationality (if such
identification or nationality, as the case may be, is
required by the Registrar) and address of, and the
number and class of shares held by each of the
50 members who, following the allotment, hold the most
number of shares in the company (excluding treasury
shares).
(2) A return of allotment referred to 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 referred to in subsection (1)(e).
[Act 4 of 2017 wef 08/10/2018]

(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.
[Act 36 of 2014 wef 03/01/2016]

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 shall lodge with the return of
allotment the contract evidencing the entitlement of the allottee or a
copy of any such contract certified as prescribed.
(2) If a certified copy of a contract is lodged, the original contract
duly stamped shall if the Registrar so requests be produced at the
same time to the Registrar.
(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

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143 CAP. 50 Companies 2006 Ed.

(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 shall lodge with the Registrar the document specified in
subsection (4) within the time specified in subsection (5).
(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.
(5) The company must lodge the document specified in
subsection (4) at the same time and together with the return of
allotment.
(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.
[Act 36 of 2014 wef 03/01/2016]

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 shall
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.
[Act 36 of 2014 wef 03/01/2016]

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.

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2006 Ed. Companies CAP. 50 144
(2) A company’s constitution may provide that a member shall not
be entitled to vote unless all calls or other sums personally payable by
him in respect of shares in the company have been paid.
(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.
(4) Notwithstanding 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 290; or
(b) a resolution to vary any right attached to a specified share
and conferred on the holder.
(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.
(6) This section shall not operate so as to limit or derogate from the
rights of any person under section 74.
[Act 36 of 2014 wef 03/01/2016]

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.
(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.

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145 CAP. 50 Companies 2006 Ed.

(3) Notwithstanding anything in subsection (1) or (2), a public

company shall 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.
(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.
(5) This section shall not operate so as to limit or derogate from the
rights of any person under section 74.
(6) Nothing in this section shall affect 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.
[Act 36 of 2014 wef 03/01/2016]

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.
[Act 36 of 2014 wef 03/01/2016]

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
shall not be capable of being called up except in the event and for the

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2006 Ed. Companies CAP. 50 146
purposes of the company being wound up, and thereupon that portion
of its share capital shall not be capable of being called up except in the
event and for the purposes of the company being wound up, but no
such resolution shall prejudice the rights of any person acquired
before the passing of the resolution.

Share warrants
66.—(1) A company shall 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.
[13/87]

(2) The bearer of a share warrant issued before 29 December 1967

shall, in the 2-year period after the date of commencement of
section 34 of the Companies (Amendment) Act 2014, be entitled to
surrender it for cancellation and to have his name entered in the
register of members.
[Act 36 of 2014 wef 01/07/2015]

(3) The company shall be 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.
[Act 36 of 2014 wef 01/07/2015]

(4) A company shall 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 referred to in subsection (2), and the
company shall not be responsible for any loss incurred by any person
by reason of such cancellation.
[Act 36 of 2014 wef 01/07/2015]

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.
(2) A payment made under subsection (1) shall not be taken as
reducing the amount of share capital of the company.
[Act 36 of 2014 wef 01/07/2015]

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147 CAP. 50 Companies 2006 Ed.

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.
[Act 36 of 2014 wef 01/07/2015]

Issue of shares at premium

69. [Repealed by Act 21 of 2005]

Relief from section 69

69A. [Repealed by Act 21 of 2005]

Merger relief
69B. [Repealed by Act 21 of 2005]

Relief from section 69 in respect of group reconstruction

69C. [Repealed by Act 21 of 2005]

Retrospective relief from section 69 in certain circumstances

69D. [Repealed by Act 21 of 2005]

Provisions supplementary to sections 69B and 69C

69E. [Repealed by Act 21 of 2005]

Power to make provision extending or restricting relief from

section 69
69F. [Repealed by Act 21 of 2005]

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 shall be effected only on such terms
and in such manner as is provided by the constitution.
[Act 36 of 2014 wef 03/01/2016]

(2) [Deleted by Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 148
(3) The shares shall not be redeemed unless they are fully paid up.
[21/2005]

(4) The shares shall 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.
[21/2005]

(5) For the avoidance of doubt, shares redeemed out of proceeds of

a fresh issue of shares issued for the purpose of redemption shall not
be treated as having been redeemed out of the capital of the company.
[Act 36 of 2014 wef 03/01/2016]

(6) A private company may redeem any redeemable preference

shares by lodging a prescribed notice of redemption with the
Registrar.
[Act 36 of 2014 wef 03/01/2016]

(7) A redemption of any redeemable preference shares by a private

company on or after the date of commencement of section 36 of the
Companies (Amendment) Act 2014 does not take effect until the
electronic register of members of the company is updated by the
Registrar under section 196A(5).
[Act 36 of 2014 wef 03/01/2016]

(8) If a public company redeems any redeemable preference shares,

it shall within 14 days after doing so give notice thereof to the
Registrar specifying the shares redeemed.
[Act 36 of 2014 wef 03/01/2016]

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;

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149 CAP. 50 Companies 2006 Ed.

(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 shall be
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.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(1A) A public company which alters its share capital may lodge
with the Registrar a notice of the alteration in the prescribed form.
[Act 36 of 2014 wef 03/01/2016]

(1B) A private company may alter its share capital by lodging a

notice of alteration in the prescribed form with the Registrar.
[Act 36 of 2014 wef 03/01/2016]

(1C) An alteration of share capital of a private company on or after

the date of commencement of section 37 of the Companies
(Amendment) Act 2014 does not take effect until the electronic
register of members of the company is updated by the Registrar under
section 196A(5).
[Act 36 of 2014 wef 03/01/2016]

Cancellations
(2) A cancellation of shares under this section shall not be 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 shall be capable of
being called up except in the event and for the purposes of
the company being wound up; and

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2006 Ed. Companies CAP. 50 150
(b) in addition or alternatively, provide that a specified portion
of its uncalled share capital shall not be capable of being
called up except in the event and for the purposes of the
company being wound up.
[21/2005]

Notice of increase of share capital

(4) [Deleted by Act 21 of 2005]
(5) [Deleted by Act 21 of 2005]

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 shall be deemed to have been validly issued or allotted
upon the terms of the issue or allotment thereof.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

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.
(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.

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151 CAP. 50 Companies 2006 Ed.

(3) The redenomination must be made at a spot rate of exchange

specified in the resolution.
(4) The rate referred to 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.
(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.
(6) A resolution under this section may specify conditions which
must be met before the redenomination takes effect.
(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.
(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.
(9) A company’s constitution may exclude or restrict the exercise of
a power conferred by this section.
(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.
[Act 36 of 2014 wef 03/01/2016]

Effect of redenomination
73A.—(1) A redenomination of shares shall 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

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2006 Ed. Companies CAP. 50 152
(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).
(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.
[Act 36 of 2014 wef 03/01/2016]

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.
(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.
(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;

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153 CAP. 50 Companies 2006 Ed.

(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.
(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.
[Act 36 of 2014 wef 03/01/2016]

Rights of holders of classes of shares

74.—(1) If, in the case of a company the share capital of which is
divided into different classes of shares, provision is made by the
constitution for authorising the variation or abrogation of the rights
attached to any class of shares in the company, subject to the consent
of any specified proportion of the holders of the issued shares of that
class or the sanction of a resolution passed at a separate meeting of the
holders of those shares, and in pursuance of that provision, the rights
attached to any such class of shares are at any time varied or
abrogated, the holders of not less in the aggregate than 5% of the total
number of issued shares of that class may apply to the Court to have
the variation or abrogation cancelled, and, if any such application is
made, the variation or abrogation shall not have effect until confirmed
by the Court.
[Act 36 of 2014 wef 03/01/2016]

(1A) For the purposes of subsection (1), any of the company’s

issued shares held as treasury shares shall be disregarded.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(2) An application shall not be 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.
(3) The application shall 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

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2006 Ed. Companies CAP. 50 154
shareholders entitled to make the application by such one or more of
their number as they appoint in writing for the purpose.
(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 shall, if not so satisfied, confirm it and the decision of the Court
shall be final.
(5) The company shall, 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.
[15/84; 12/2002]

(6) The issue by a company of preference shares ranking pari passu

with existing preference shares issued by the company shall be
deemed to be a variation of the rights attached to those existing
preference shares unless the issue of the first-mentioned 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.
[Act 36 of 2014 wef 03/01/2016]

(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 shall be deemed to be a variation or abrogation of
the rights attached to the shares of that class.
[Act 36 of 2014 wef 03/01/2016]

(8) This section shall 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

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155 CAP. 50 Companies 2006 Ed.

shares may make provision in its constitution to authorise the

conversion of one class of shares into another class of shares.
(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.
(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.
(4) A conversion of shares by a private company on or after the date
of commencement of section 40 of the Companies (Amendment) Act
2014 does not take effect until the electronic register of members of
the company is updated by the Registrar under section 196A(5).
(5) Section 74 shall apply 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.
(6) Notwithstanding anything in this section, a share that is not a
redeemable preference share when issued cannot afterwards be
converted into a redeemable preference share.
[Act 36 of 2014 wef 03/01/2016]

Rights of holders of preference shares to be set out in

constitution
75.—(1) No company shall 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.
[Act 36 of 2014 wef 03/01/2016]

(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

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2006 Ed. Companies CAP. 50 156
an offence and shall be liable on conviction to a fine not exceeding
$2,000.
[15/84]

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 shall 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.
[Act 36 of 2014 wef 01/07/2015]

(1A) Except as otherwise expressly provided by this Act, a

company shall 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

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157 CAP. 50 Companies 2006 Ed.

(ii) shares or units of shares in a holding company or

ultimate holding company, as the case may be, of the
company.
[Act 36 of 2014 wef 01/07/2015]

(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.
[13/87]

(3) For the purposes of this section, a company shall be taken to

have given financial assistance for the purpose of an acquisition or
proposed acquisition referred to in subsection (1) (referred to in this
subsection as 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.
[13/87]
[Act 36 of 2014 wef 01/07/2015]

(4) For the purposes of this section, a company shall be 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.
[13/87; 21/2005]
[Act 36 of 2014 wef 01/07/2015]

(5) If a company contravenes subsection (1) or (1A), the company

shall not be guilty of an offence, notwithstanding section 407, but
each officer of the company who is in default shall be guilty of an

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2006 Ed. Companies CAP. 50 158
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.
[13/87]
[Act 36 of 2014 wef 01/07/2015]

(6) Where a person is convicted of an offence under subsection (5)

and the Court by which he 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.
[13/87]

(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
him.
[13/87]

(8) Nothing in subsection (1) or (1A) prohibits —

(a) a distribution of a company’s assets by way of dividends
lawfully made;
[Act 36 of 2014 wef 01/07/2015]

(aa) a distribution in the course of a company’s winding up;

[Act 36 of 2014 wef 01/07/2015]

(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 in pursuance of an order of Court made
under section 210;
(e) anything done under an arrangement made in pursuance of
section 306;

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159 CAP. 50 Companies 2006 Ed.

(f) anything done under an arrangement made between a

company and its creditors which is binding on the creditors
by virtue of section 309;
(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;
[Act 36 of 2014 wef 03/01/2016]

(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;
[Act 36 of 2014 wef 03/01/2016]

(k) an allotment of bonus shares;

[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 160
(l) a redemption of redeemable shares of a company in
accordance with the company’s constitution; or
[Act 36 of 2014 wef 03/01/2016]

(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 he owns,
[Act 4 of 2017 wef 08/10/2018]
[Act 36 of 2014 wef 03/01/2016]

but nothing in this subsection —

(i) shall be construed as implying that a particular act of a
company would, but for this subsection, be prohibited by
subsection (1) or (1A); or
[Act 36 of 2014 wef 01/07/2015]

(ii) shall 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.
[13/87; 21/2005]
[Act 36 of 2014 wef 01/07/2015]

(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.
[Act 36 of 2014 wef 03/01/2016]

(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

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161 CAP. 50 Companies 2006 Ed.

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
[Act 36 of 2014 wef 01/07/2015]

(c) the purchase or acquisition or proposed purchase or

acquisition by a company of its own shares in
accordance with sections 76B to 76G.
[13/87; 38/98; 21/2005]
[Act 36 of 2014 wef 01/07/2015]

(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 —

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2006 Ed. Companies CAP. 50 162
(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

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163 CAP. 50 Companies 2006 Ed.

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 referred to 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
referred to in paragraph (e).
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(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 referred to in paragraph (a) is passed, the
company sends to each member having the right to vote on
the resolution referred to in paragraph (e) a notice
containing particulars of —
(i) the directors’ resolution referred to in paragraph (a);

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2006 Ed. Companies CAP. 50 164
(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 referred to in paragraph (e) is passed, the
company lodges with the Registrar a copy of that
resolution and a copy of the solvency statement referred
to in paragraph (c); and
(g) the financial assistance is given not more than 12 months
after the resolution referred to in paragraph (e) is passed.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

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165 CAP. 50 Companies 2006 Ed.

(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 referred to in paragraph (c).
[Act 36 of 2014 wef 01/07/2015]

(9C) A company shall 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.
[21/2005]

(9CA) A company shall not give financial assistance under

subsection (9BA) if, before the assistance is given, any of the

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2006 Ed. Companies CAP. 50 166
directors who voted in favour of the resolution under
subsection (9BA)(c) ceases to be satisfied that the terms and
conditions under which the assistance is proposed are fair and
reasonable to the company.
[Act 36 of 2014 wef 01/07/2015]

(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
[Act 36 of 2014 wef 01/07/2015]

(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.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(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,

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167 CAP. 50 Companies 2006 Ed.

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, referred to in paragraph (c);
(e) not later than the day next following the day when the
notice referred to in paragraph (c) is despatched to
members of the company there is lodged with the

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2006 Ed. Companies CAP. 50 168
Registrar a copy of that notice and a copy of the statement
that accompanied that notice;
(f) the notice referred to in paragraph (c) and a copy of the
statement referred to 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 referred to 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
referred to 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 referred to in
paragraph (a); and

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169 CAP. 50 Companies 2006 Ed.

(ii) stating that any of the persons referred to in

subsection (12) may, within the period referred to
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 referred to 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 referred to in paragraph (a) and not
earlier than —
(i) in a case to which sub-paragraph (ii) does not
apply — the expiration of the period referred to 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.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]

(10A) If the resolution referred to 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, shall be complied
with at or before the time —
(a) agreement to the resolution is sought in accordance with
section 184C; or

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2006 Ed. Companies CAP. 50 170
(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.
[13/87; 8/2003]

(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.
[13/87]

(12) Where a special resolution referred to 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 referred to 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
referred to 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.
[13/87]

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171 CAP. 50 Companies 2006 Ed.

(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) shall, 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) shall 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:
(A) 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;
(B) 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;
(C) give such ancillary or consequential directions and
make such ancillary or consequential orders as it
thinks expedient;

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2006 Ed. Companies CAP. 50 172
(D) make an order disapproving the giving of the
financial assistance or, subject to paragraph (b), an
order approving the giving of the financial
assistance.
[13/87]

(14) Where the Court makes an order under this section in relation
to the giving of financial assistance by a company, the company shall,
within 14 days after the order is made, lodge with the Registrar a copy
of the order.
[13/87; 12/2002]

(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.
[13/87]

(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.
[13/87]

(17) This section does not apply in relation to the doing of any act or
thing pursuant to a contract entered into before 15th May 1987 if the
doing of that act or thing would have been lawful if this Act had not
been enacted.
[13/87]

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 shall be 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; and
[Act 36 of 2014 wef 01/07/2015]

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173 CAP. 50 Companies 2006 Ed.

(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.
[13/87]
[Act 36 of 2014 wef 01/07/2015]

(1A) Subsection (1) shall 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).
[Act 36 of 2014 wef 03/01/2016]

(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, shall be 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 notice in writing to the
other party or parties to the contract or transaction.
[13/87]

(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.
[13/87]

(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

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2006 Ed. Companies CAP. 50 174
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.
[13/87]

(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.
[13/87]

(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

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175 CAP. 50 Companies 2006 Ed.

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 him under
subsection (4) by reason of any contract made or
performed, or any transaction engaged in, by him 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.
[13/87; 21/2005]
[Act 36 of 2014 wef 01/07/2015]

(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.
[13/87; 21/2005]
[Act 36 of 2014 wef 01/07/2015]

(8) For the purposes of subsection (7), a person shall, in the absence
of proof to the contrary, be 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.
[13/87]

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2006 Ed. Companies CAP. 50 176
(9) In any proceeding, a document purporting to be a certificate
given under subsection (6) shall, in the absence of proof to the
contrary, be deemed to be such a certificate and to have been duly
given.
[13/87]

(10) A person who has possession of a certificate given under

subsection (6) shall, in the absence of proof to the contrary, be
deemed to be the person to whom the certificate was given.
[13/87]

(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.
[13/87; 21/2005]
[Act 36 of 2014 wef 01/07/2015]

(12) It is a defence to a prosecution for an offence under

subsection (11) if the defendant proves that at the time when he
signed the certificate he 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.
[13/87; 21/2005]
[Act 36 of 2014 wef 01/07/2015]

(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 referred to 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
him.
[13/87]

(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),

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177 CAP. 50 Companies 2006 Ed.

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 shall be
deemed for the purposes of this section to be related to the first-
mentioned contract or transaction.
[13/87]
[Act 36 of 2014 wef 01/07/2015]

(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 shall prevail.
[13/87]

Company may acquire its own shares

76B.—(1) Notwithstanding 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.
[38/98; 36/2000]
[Act 36 of 2014 wef 03/01/2016]

(2) This section and sections 76C to 76G shall apply to ordinary
shares, stocks and preference shares.
[36/2000]

(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 shall 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

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2006 Ed. Companies CAP. 50 178
(b) the Court has, at any time during the relevant period, made
an order under section 78I confirming the reduction of
share capital of the company.
[Act 36 of 2014 wef 01/07/2015]

(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 shall, notwithstanding subsection (3)(a) and
(b), be 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.
[21/2005]

(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 shall 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 confirming the reduction of
share capital of the company.
[Act 36 of 2014 wef 01/07/2015]

(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 shall, notwithstanding
subsection (3B)(a) and (b), be 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.
[21/2005]

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179 CAP. 50 Companies 2006 Ed.

(3D) There shall be no limit on the number of redeemable

preference shares that may be purchased or acquired by a company
during the relevant period.
[36/2000]

(3E) For the purposes of this section, any of the company’s ordinary
shares held as treasury shares shall be disregarded.
[21/2005]

(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.
[Act 36 of 2014 wef 01/07/2015]

(5) Ordinary shares that are purchased or acquired by a company

pursuant to section 76C, 76D, 76DA or 76E shall, unless held in
treasury in accordance with section 76H, be deemed to be cancelled
immediately on purchase or acquisition.
[21/2005]

(5A) Preference shares that are purchased or acquired by a

company pursuant to section 76C, 76D, 76DA or 76E shall be
deemed to be cancelled immediately on purchase or acquisition.
[21/2005]

(6) On the cancellation of a share under subsection (5) or (5A), the

rights and privileges attached to that share expire.
[38/98; 21/2005]

(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 referred to in section 76C, 76D,
76DA or 76E; and
(b) a notice of purchase or acquisition in the prescribed form
with the following particulars:
(i) the date of the purchase or acquisition;

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2006 Ed. Companies CAP. 50 180
(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; and
(ix) such other particulars as may be required in the
prescribed form.
[Act 36 of 2014 wef 03/01/2016]

(8) A purchase or acquisition by a private company on or after the

date of commencement of section 43 of the Companies (Amendment)
Act 2014 does not take effect until the electronic register of members
of the company is updated by the Registrar under section 196A(5).
[Act 36 of 2014 wef 03/01/2016]

(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 referred to
in section 76C, 76D, 76DA or 76E, as the case may be, the
directors of the company shall 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 shall 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;

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181 CAP. 50 Companies 2006 Ed.

(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; and
(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.
[Act 36 of 2014 wef 03/01/2016]

(10) Nothing in this section or in sections 76C to 76G shall 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.
[38/98]

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 (referred to in this section as 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.
[38/98; 42/2001]
[Act 36 of 2014 wef 01/07/2015]
[Act 4 of 2017 wef 08/10/2018]

(2) The notice specifying the intention to propose the resolution to

authorise an off-market purchase referred to in subsection (1) must —

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2006 Ed. Companies CAP. 50 182
(a) specify the maximum number of shares or the maximum
percentage of ordinary shares authorised to be purchased
or acquired;
[Act 36 of 2014 wef 01/07/2015]

(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.
[38/98]

(3) The resolution authorising an off-market purchase referred to in

subsection (2) must state the particulars referred to in
subsection (2)(a), (b) and (c).
[38/98]

(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.
[38/98]

(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.
[38/98]

(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;

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183 CAP. 50 Companies 2006 Ed.

(b) all of those persons have a reasonable opportunity to accept

the offers made to them; and
(c) the terms of all the offers are the same except that there
shall 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.
[38/98; 8/2003]

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 (referred to in this section as
a selective off-market purchase) if —
(a) the purchase or acquisition is made in accordance with an
agreement authorised in advance under subsection (2); and
(b) [Deleted by Act 36 of 2014 wef 01/07/2015]
[38/98; 42/2001]

(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 his associated persons, and
subsections (3) to (13) shall apply with respect to that authority
and to resolutions conferring it.
[38/98]

(3) The notice specifying the intention to propose a special

resolution to authorise an agreement for a selective off-market
purchase must —

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2006 Ed. Companies CAP. 50 184
(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.
[38/98]

(4) The special resolution authorising a selective off-market

purchase referred to in subsection (2) must state the expiry date
referred to in subsection (3)(a).
[38/98]

(4A) If the special resolution referred to 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 his associated persons shall not 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 shall 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.
[8/2003]

(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 his associated persons.
[38/98]

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185 CAP. 50 Companies 2006 Ed.

(6) For the purposes of subsections (2) and (5) —

(a) a member or his 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 he votes in respect of them on a poll on the question
whether the resolution shall be passed, but also if he votes
on the resolution otherwise than on a poll;
(b) notwithstanding anything in the company’s constitution,
any member of the company may demand a poll on that
question; and
[Act 36 of 2014 wef 03/01/2016]

(c) a vote and a demand for a poll by a person as proxy for a

member or any of his associated persons are the same
respectively as a vote and a demand by the member.
[38/98]

(7) The special resolution referred to 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.
[38/98]

(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.
[38/98]

(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

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2006 Ed. Companies CAP. 50 186
any person whose shares are proposed to be purchased or acquired or
by his associated persons.
[38/98]

(10) Subsections (3) to (7) shall 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).
[38/98]

(11) The rights of a company under an agreement for a selective

off-market purchase approved under this section shall not be capable
of being assigned except by order of the Court made pursuant to any
provision of this Act or any other written law.
[38/98]

(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 his associated persons;
and subsections (3) to (7) shall apply to the approval for a proposed
release agreement as they apply to authority for the proposed
variation of an existing agreement.
[38/98]

(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.
[38/98]

(14) For the purposes of this section, “associated person” in relation

to a person means —
(a) the person’s spouse, child or step-child; or

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187 CAP. 50 Companies 2006 Ed.

(b) a person who would, by virtue of section 7(5), be treated as

an associate of the first-mentioned person.
[38/98]

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.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]
[Act 4 of 2017 wef 08/10/2018]

(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.
[8/2003]

(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.
[8/2003]

(4) The special resolution referred to 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.
[8/2003]

(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.
[8/2003]

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2006 Ed. Companies CAP. 50 188
(6) Subsections (2), (3) and (4) shall 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).
[8/2003]

(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; and
(c) the terms of all offers in respect of each class of shares
must be the same.
[8/2003]

(8) For the avoidance of 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 him.
[8/2003]

(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.
[8/2003]

Authority for market acquisition

76E.—(1) A company shall not make a purchase or acquisition of
its own shares on a securities exchange (referred to in this section as a

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189 CAP. 50 Companies 2006 Ed.

market purchase) unless the purchase or acquisition has been

authorised in advance by the company in general meeting.
[38/98; 42/2001]

(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;
[Act 36 of 2014 wef 01/07/2015]

(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.
[38/98]

(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).
[38/98]

(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).
[38/98]

(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.
[38/98]

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2006 Ed. Companies CAP. 50 190
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.
[21/2005]

(1A) A payment referred to in subsection (1)(a) shall include any

expenses (including brokerage or commission) incurred directly in
the purchase or acquisition by the company of its own shares.
[Act 36 of 2014 wef 01/07/2015]

(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 in
pursuance of 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.
[21/2005]

(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 prejudice to any other liability, be guilty of

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191 CAP. 50 Companies 2006 Ed.

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.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(4) For the purposes of this section, a company is solvent if at the

date of the payment referred to 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; and
(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).
[Act 36 of 2014 wef 01/07/2015]

(5) [Deleted by Act 36 of 2014 wef 01/07/2015]

(6) [Deleted by Act 36 of 2014 wef 01/07/2015]

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 shall —

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2006 Ed. Companies CAP. 50 192
(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.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(2) For the purpose of subsection (1), the total amount of the
purchase price referred to in that subsection shall include 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).
[Act 36 of 2014 wef 01/07/2015]

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.
[21/2005]

(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 shall be entered in the register as the member
holding those shares or stocks.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

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193 CAP. 50 Companies 2006 Ed.

Treasury shares: maximum holdings

76I.—(1) Where a company has shares of only one class, the
aggregate number of shares held as treasury shares shall not at any
time exceed 10% of the total number of shares of the company at that
time.
[21/2005]

(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 shall not at any time exceed 10% of the total
number of the shares in that class at that time.
[21/2005]

(3) Where subsection (1) or (2) is contravened by a company, the

company shall 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.
[21/2005]

(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.
[21/2005]

Treasury shares: voting and other rights

76J.—(1) This section shall apply to shares which are held by a
company as treasury shares.
[21/2005]

(2) The company shall not exercise any right in respect of the
treasury shares and any purported exercise of such a right is void.
[21/2005]

(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 shall be treated as having no
right to vote and the treasury shares shall be treated as having no
voting rights.
[21/2005]

(4) No dividend may be paid, and no other distribution (whether in

cash or otherwise) of the company’s assets (including any distribution

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2006 Ed. Companies CAP. 50 194
of assets to members on a winding up) may be made, to the company
in respect of the treasury shares.
[21/2005]

(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.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(6) Any shares allotted as fully paid bonus shares in respect of the
treasury shares shall 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.
[21/2005]

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.
[Act 36 of 2014 wef 03/01/2016]

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195 CAP. 50 Companies 2006 Ed.

(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.
[Act 36 of 2014 wef 03/01/2016]

(1B) A cancellation or disposal of treasury shares by a private

company on or after the date of commencement of section 52 of the
Companies (Amendment) Act 2014 does not take effect until the
electronic register of members of the company is updated by the
Registrar under section 196A(5).
[Act 36 of 2014 wef 03/01/2016]

(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.
[Act 36 of 2014 wef 03/01/2016]

(1D) Where a public company cancels or disposes treasury shares

in accordance with subsection (1C), the directors of the company
shall 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.
[Act 36 of 2014 wef 03/01/2016]

(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;

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2006 Ed. Companies CAP. 50 196
(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.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(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 shall 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.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(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).
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(5) [Deleted by Act 36 of 2014 wef 03/01/2016]

Options over unissued shares

77.—(1) An option granted after 29th 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 shall be void.
[S 258/67]

(1A) An option granted on or after 18th 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

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197 CAP. 50 Companies 2006 Ed.

date on which the option was granted shall be void and subsection (1)
shall not apply to such an option.
[38/98]

(2) Subsection (1) or (1A) shall 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.
[38/98]

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 shall be made unless it is authorised, by
the constitution or by special resolution, and is approved
by the Court;
[Act 36 of 2014 wef 03/01/2016]

(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 shall 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 shall 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 shall not operate as a reduction
of the amount paid up on the shares in respect of which it is
paid.
[21/2005]

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2006 Ed. Companies CAP. 50 198
Division 3A — Reduction of share capital
Preliminary
78A.—(1) A company may reduce its share capital under the
provisions of this Division in any way and, in particular, do all or any
of the following:
(a) extinguish or reduce the liability on any of its shares in
respect of share capital not paid up;
(b) cancel any paid-up share capital which is lost or
unrepresented by available assets;
(c) return to shareholders any paid-up share capital which is
more than it needs.
[21/2005]

(2) A company may not reduce its share capital in any way except
by a procedure provided for it by the provisions of this Division.
[21/2005]

(3) A company’s constitution may exclude or restrict any power to

reduce share capital conferred on the company by this Division.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(4) In this Division —

[Deleted by Act 36 of 2014 wef 01/07/2015]
“reduction information”, in relation to a proposed reduction of
share capital by a special resolution of a company, means the
following information:
(a) the amount of the company’s share capital that is
thereby reduced; and
(b) the number of shares that are thereby cancelled;
“resolution date”, in relation to a resolution, means the date
when the resolution is passed.
[21/2005]

(5) This Division shall not apply to an unlimited company, and shall
not preclude such a company from reducing in any way its share
capital.
[21/2005]

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199 CAP. 50 Companies 2006 Ed.

(5A) This Division shall not apply to any redemption of preference

shares issued by a company under section 70(1) which results in a
reduction in the company’s share capital.
[Act 36 of 2014 wef 01/07/2015]

(6) This Division shall not apply to the purchase or acquisition or

proposed purchase or acquisition by a company of its own shares in
accordance with sections 76B to 76G.
[21/2005]

Reduction of share capital by private company

78B.—(1) A private company limited by shares may reduce its
share capital in any way by a special resolution if the company —
(a) [Deleted by Act 36 of 2014 wef 01/07/2015]
(b) meets the solvency requirements; and
(c) meets such publicity requirements as may be prescribed by
the Minister,
but the resolution and the reduction of the share capital shall take
effect only as provided by section 78E.
[21/2005]

(2) Notwithstanding subsection (1), the company need not meet the
solvency requirements if the reduction of share capital does not
involve any of the following:
(a) a reduction or distribution of cash or other assets by the
company;
(b) a release of any liability owed to the company.
[Act 36 of 2014 wef 01/07/2015]

(3) For the purposes of subsection (1), the company meets the
solvency requirements if —
(a) all the directors of the company make a solvency statement
in relation to the reduction of capital; and
(b) the statement is made —
(i) in time for subsection (4)(a) to be complied with; but

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2006 Ed. Companies CAP. 50 200
(ii) not before the beginning of the period of 20 days
ending with the resolution date.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(4) Unless subsection (2) applies, the company —

(a) shall —
(i) if the resolution for reducing share capital is a special
resolution to be passed by written means under
section 184A, ensure that every copy of the
resolution served under section 183(3A) or
184C(1) (as the case may be) is accompanied by a
copy of the solvency statement; or
(ii) if the resolution is a special resolution to be passed in
a general meeting, throughout that meeting make the
solvency statement or a copy of it available for
inspection by the members at that meeting; and
(b) shall, throughout the 6 weeks beginning with the resolution
date, make the solvency statement or a copy of it available
at the company’s registered office for inspection free of
charge by any creditor of the company.
[21/2005]

(5) The resolution does not become invalid by virtue only of a

contravention of subsection (4), but every officer of the company who
is in default shall be guilty of an offence.
[21/2005]

(6) Any requirement under subsection (4)(b) ceases if the resolution

is revoked.
[21/2005]

Reduction of share capital by public company

78C.—(1) A public company may reduce its share capital in any
way by a special resolution if the company —
(a) [Deleted by Act 36 of 2014 wef 01/07/2015]
(b) meets the solvency requirements; and

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201 CAP. 50 Companies 2006 Ed.

(c) meets such publicity requirements as may be prescribed by

the Minister,
but the resolution and the reduction of the share capital shall take
effect only as provided by section 78E.
[21/2005]

(2) Notwithstanding subsection (1), the company need not meet the
solvency requirements if the reduction of share capital does not
involve any of the following:
(a) a reduction or distribution of cash or other assets by the
company;
(b) a release of any liability owed to the company.
[Act 36 of 2014 wef 01/07/2015]

(3) The company meets the solvency requirements if —

(a) all the directors of the company make a solvency statement
in relation to the reduction of share capital;
(b) the statement is made —
(i) in time for subsection (4)(a) to be complied with; but
(ii) not before the beginning of the period of 30 days
ending with the resolution date; and
[Act 36 of 2014 wef 01/07/2015]

(c) a copy of the solvency statement is lodged with the

Registrar, together with the copy of the resolution required
to be lodged with the Registrar under section 186, within
15 days beginning with the resolution date.
[21/2005]

(4) Unless subsection (2) applies, the company shall —

(a) throughout the meeting at which the resolution is to be
passed, make the solvency statement or a copy of it
available for inspection by the members at the meeting;
and
(b) throughout the 6 weeks beginning with the resolution date,
make the solvency statement or a copy of it available at the

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2006 Ed. Companies CAP. 50 202
company’s registered office for inspection free of charge
by any creditor of the company.
[21/2005]

(5) The resolution does not become invalid by virtue only of a

contravention of subsection (4), but every officer of the company who
is in default shall be guilty of an offence.
[21/2005]

(6) Any requirement under subsection (3)(c) or (4)(b) ceases if the

resolution is revoked.
[21/2005]

Creditor’s right to object to company’s reduction

78D.—(1) This section shall apply where a company has passed a
special resolution for reducing share capital under section 78B or
78C.
[21/2005]

(2) Any creditor of the company to which this subsection applies

may, at any time during the 6 weeks beginning with the resolution
date, apply to the Court for the resolution to be cancelled.
[21/2005]

(3) Subsection (2) shall apply to a creditor of the company who, at

the date of his application to the Court, is entitled to any debt or claim
which, if that date were the commencement of the winding up of the
company, would be admissible in proof against the company.
[21/2005]

(4) When an application is made under subsection (2) —

(a) the creditor shall as soon as possible serve the application
on the company; and
(b) the company shall as soon as possible give to the Registrar
notice of the application.
[21/2005]

Position at end of period for creditor objections

78E.—(1) Where —
(a) a private company passes a special resolution for reducing
its share capital and meets the requirements under

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203 CAP. 50 Companies 2006 Ed.

section 78B(1)(c) and the solvency requirements under

section 78B(3) (if applicable); and
[Act 36 of 2014 wef 01/07/2015]

(b) no application for cancellation of the resolution has been

made under section 78D(2) during the 6 weeks beginning
with the resolution date,
for the reduction of share capital to take effect, the company must
lodge with the Registrar —
(i) a copy of the resolution in accordance with section 186;
and
(ii) the following documents after the end of 6 weeks, and
before the end of 8 weeks, beginning with the resolution
date:
(A) a copy of the solvency statement under
section 78B(3) (if applicable);
(B) a statement made by the directors confirming that the
requirements under section 78B(1)(c) and the
solvency requirements under section 78B(3) (if
applicable) have been complied with, and that no
application for cancellation of the resolution has
been made; and
[Act 36 of 2014 wef 01/07/2015]

(C) a notice containing the reduction information.

[21/2005]

(2) Where —
(a) a public company passes a special resolution for reducing
its share capital and meets the requirements under
section 78C(1)(c) and the solvency requirements (if
applicable) under section 78C(3); and
[Act 36 of 2014 wef 01/07/2015]

(b) no application for cancellation of the resolution has been

made under section 78D(2) during the 6 weeks beginning
with the resolution date,
for the reduction of share capital to take effect, the company must
lodge with the Registrar the following documents after the end of 6

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2006 Ed. Companies CAP. 50 204
weeks, and before the end of 8 weeks, beginning with the resolution
date:
(i) a statement made by the directors confirming that the
requirements under section 78C(1)(c) and the solvency
requirements under section 78C(3) (if applicable) have
been complied with, and that no application for
cancellation of the resolution has been made; and
[Act 36 of 2014 wef 01/07/2015]

(ii) a notice containing the reduction information.

[21/2005]

(3) Where —
(a) a private company passes a special resolution for reducing
its share capital and meets the requirements under
section 78B(1)(c) and the solvency requirements under
section 78B(3) (if applicable); but
[Act 36 of 2014 wef 01/07/2015]

(b) during the 6 weeks beginning with the resolution date, one
or more applications for cancellation of the resolution are
made under section 78D(2),
for the reduction of share capital to take effect, the following
conditions must be satisfied:
(i) the company has complied with section 78D(4)(b)
(notification to Registrar) in relation to all such
applications;
(ii) the proceedings in relation to each such application have
been brought to an end —
(A) by the dismissal of the application under section 78F;
or
(B) without determination (for example, because the
application has been withdrawn); and
(iii) the company has, within 15 days beginning with the date
on which the last such proceedings were brought to an end
in accordance with paragraph (ii), lodged with the
Registrar —

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205 CAP. 50 Companies 2006 Ed.

(A) a statement made by the directors confirming that the

requirements under section 78B(1)(c), the solvency
requirements under section 78B(3) (if applicable)
and section 78D(4)(b) have been complied with, and
that the proceedings in relation to each such
application have been brought to an end by the
dismissal of the application or without
determination;
[Act 36 of 2014 wef 01/07/2015]

(B) in relation to each such application which has been

dismissed by the Court, a copy of the order of the
Court dismissing the application; and
(C) a notice containing the reduction information.
[21/2005]

(4) Where —
(a) a public company passes a special resolution for reducing
its share capital and meets the requirements under
section 78C(1)(c) and the solvency requirements under
section 78C(3) (if applicable); but
[Act 36 of 2014 wef 01/07/2015]

(b) during the 6 weeks beginning with the resolution date, one
or more applications for cancellation of the resolution are
made under section 78D(2),
for the reduction of capital to take effect, the following conditions
must be satisfied:
(i) the company has complied with section 78D(4)(b)
(notification to Registrar) in relation to all such
applications;
(ii) the proceedings in relation to each such application have
been brought to an end —
(A) by the dismissal of the application under section 78F;
or
(B) without determination (for example, because the
application has been withdrawn); and

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2006 Ed. Companies CAP. 50 206
(iii) the company has, within 15 days beginning with the date
on which the last such proceedings were brought to an end
in accordance with paragraph (ii), lodged with the
Registrar —
(A) a statement made by the directors confirming that the
requirements under section 78C(1)(c), the solvency
requirements under section 78C(3) (if applicable)
and section 78D(4) have been complied with, and
that the proceedings in relation to each such
application have been brought to an end by the
dismissal of the application or without
determination;
[Act 36 of 2014 wef 01/07/2015]

(B) in relation to each such application which has been

dismissed by the Court, a copy of the order of the
Court dismissing the application; and
(C) a notice containing the reduction information.
[21/2005]

(5) The resolution in a case referred to in subsection (1), (2), (3) or

(4), and the reduction of the share capital, shall take effect when the
Registrar has recorded the information lodged with him in the
appropriate register.
[21/2005]

Power of Court where creditor objection made

78F.—(1) An application by a creditor under section 78D shall be
determined by the Court in accordance with this section.
[21/2005]

(2) The Court shall make an order cancelling the resolution if, at the
time the application is considered, the resolution has not been
cancelled previously, any debt or claim on which the application was
based is outstanding and the Court is satisfied that —
(a) the debt or claim has not been secured and the applicant
does not have other adequate safeguards for it; and

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207 CAP. 50 Companies 2006 Ed.

(b) it is not the case that security or other safeguards are

unnecessary in view of the assets that the company would
have after the reduction.
[21/2005]

(3) Otherwise, the Court shall dismiss the application.

[21/2005]

(4) Where the Court makes an order under subsection (2), the
company must send notice of the order to the Registrar within 15 days
beginning with the date the order is made.
[21/2005]

(5) If a company contravenes subsection (4), every officer of the

company who is in default shall be guilty of an offence.
[21/2005]

(6) For the purposes of this section, a debt is outstanding if it has not
been discharged, and a claim is outstanding if it has not been
terminated.
[21/2005]

Reduction by special resolution subject to Court approval

78G.—(1) A company limited by shares may, as an alternative to
reducing its share capital under section 78B or 78C, reduce it in any
way by a special resolution approved by an order of the Court under
section 78I, but the resolution and the reduction of the share capital
shall not take effect until —
(a) that order has been made;
(b) the company has complied with section 78I(3) (lodgment
of information with Registrar); and
(c) the Registrar has recorded the information lodged with him
under section 78I(3) in the appropriate register.
[21/2005]

(2) [Deleted by Act 36 of 2014 wef 01/07/2015]

Creditor protection
78H.—(1) This section shall apply if a company makes an
application under section 78G(1) and the proposed reduction of
share capital involves either —

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2006 Ed. Companies CAP. 50 208
(a) a reduction of liability in respect of unpaid share capital; or
(b) the payment to a shareholder of any paid-up share capital,
and also applies if the Court so directs in any other case where a
company makes an application under that section.
[21/2005]

(2) Upon the application to the Court, the Court shall settle a list of
qualifying creditors.
[21/2005]

(3) If the proposed reduction of share capital involves either —

(a) a reduction of liability in respect of unpaid share capital; or
(b) the payment to a shareholder of any paid-up share capital,
the Court may, if having regard to any special circumstances of the
case it thinks it appropriate to do so, direct that any class or classes of
creditors shall not be qualifying creditors.
[21/2005]

(4) For the purpose of settling the list of qualifying creditors, the
Court —
(a) shall ascertain, as far as possible without requiring an
application from any creditor, the names of qualifying
creditors and the nature and amount of their debts or
claims; and
(b) may publish notices fixing a day or days within which
creditors not included in the list are to claim to be so
included or are to be excluded from the list.
[21/2005]

(5) Any officer of the company who —

(a) intentionally conceals the name of a qualifying creditor;
(b) intentionally misrepresents the nature or amount of the
debt or claim of any creditor; or
(c) aids, abets or is privy to any such concealment or
misrepresentation,

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209 CAP. 50 Companies 2006 Ed.

shall be guilty of an offence and shall be liable on conviction to a fine

not exceeding $15,000 or to imprisonment for a term not exceeding 3
years.
[21/2005]

(6) In this section and section 78I but subject to subsection (3),
“qualifying creditor” means a creditor of the company who, at a date
fixed by the Court, is entitled to any debt or claim which, if that date
were the commencement of the winding up of the company, would be
admissible in proof against the company.
[21/2005]

Court order approving reduction

78I.—(1) On an application by a company under section 78G(1),
the Court may, subject to subsection (2), make an order approving the
reduction in share capital unconditionally or on such terms and
conditions as it thinks fit.
[21/2005]

(2) If, at the time the Court considers the application, there is a
qualifying creditor within the meaning of section 78H —
(a) who is included in the Court’s list of qualifying creditors
under that section; and
(b) whose claim has not been terminated or whose debt has not
been discharged,
the Court must not make an order approving the reduction unless
satisfied, as respects each qualifying creditor, that —
(i) he has consented to the reduction;
(ii) his debt or claim has been secured or he has other adequate
safeguards for it; or
(iii) security or other safeguards are unnecessary in view of the
assets the company would have after the reduction.
[21/2005]

(3) Where an order is made under this section approving a

company’s reduction in share capital, the company shall (for the
reduction to take effect) lodge with the Registrar —
(a) a copy of the order; and

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2006 Ed. Companies CAP. 50 210
(b) a notice containing the reduction information,
within 90 days beginning with the date the order is made, or within
such longer period as the Registrar may, on the application of the
company and on receiving the prescribed fee, allow.
[21/2005]

Offences for making groundless or false statements

78J. A director making a statement under section 78E(1)(ii)(B),
(2)(i), (3)(iii)(A) or (4)(iii)(A) shall be guilty of an offence if the
statement —
(a) is false; and
(b) is not believed by him to be true.
[21/2005]

Liability of members on reduced shares

78K. Where a company’s share capital is reduced under any
provision of this Division, a member of the company (past or present)
is not liable in respect of the issue price of any share to any call or
contribution greater in amount than the difference (if any) between —
(a) the issue price of the share; and
(b) the aggregate of the amount paid up on the share (if any)
and the amount reduced on the share.
[21/2005]

Division 4 — Substantial shareholdings

Application and interpretation of Division
79.—(1) This section shall have effect for the purposes of this
Division but shall not prejudice the operation of any other provision
of this Act.
(2) A reference to a company is a reference —
(a) [Deleted by Act 2/2009 wef 19/11/2012]
(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

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(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.
[62/70; 49/73; 42/2001]

(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 shall be 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.
[21/2005]

(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.
[62/70]

(2) This Division extends to acts done or omitted to be done outside

Singapore.
(3) The Minister may, by order published 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.
[5/2004]

Substantial shareholdings and substantial shareholders

81.—(1) For the purposes of this Division, a person has a
substantial shareholding in a company if —
(a) he has an interest or interests in one or more voting shares
in the company; and

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2006 Ed. Companies CAP. 50 212
(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.
[21/2005]

(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) he 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.
[21/2005]

(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.
[21/2005]

(5) [Deleted by Act 21 of 2005]

Substantial shareholder to notify company of his interests

82.—(1) A person who is a substantial shareholder in a company
shall give notice in writing to the company stating his 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 he has an interest or interests and full particulars of each such
interest and of the circumstances by reason of which he has that
interest.
[62/70; 49/73; 13/87]

(2) The notice shall be given —

(a) if the person was a substantial shareholder on 1st October
1971 — within one month after that date; or

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(b) if the person became a substantial shareholder after that

date — within 2 business days after becoming a substantial
shareholder.
[8/2003; S 249/71]

(3) The notice shall be so given notwithstanding that 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 shall give
notice in writing to the company stating the information specified in
subsection (2) within 2 business days after he becomes aware of such
a change.
[8/2003]

(2) The information referred to in subsection (1) shall be —

(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.
[8/2003]

(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,

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and, if it is not a whole number, rounding that figure down to the next
whole number.
[8/2003; 21/2005]

Person who ceases to be substantial shareholder to notify

company
84.—(1) A person who ceases to be a substantial shareholder in a
company shall give notice in writing to the company stating his name
and the date on which he ceased to be a substantial shareholder and
full particulars of the circumstances by reason of which he ceased to
be a substantial shareholder.
[62/70; 10/74; 13/87]

(2) The notice shall be given within 2 business days after the person
ceased to be a substantial shareholder.
[8/2003]

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.
[62/70]

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, shall give to the
non-resident a notice in the prescribed form as to the requirements of
this Division.
[62/70; 49/73; 13/87]

(2) The notice shall be given —

(a) if the first-mentioned person holds the shares on
1st October 1971 — within 14 days after that date; or

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215 CAP. 50 Companies 2006 Ed.

(b) if the first-mentioned person did not hold the shares on that
date — within 2 days after becoming the holder of the
shares.
[S 249/71]

(2A) This section shall not apply to the Depository as the registered
holder of a company’s shares.
[Act 36 of 2014 wef 03/01/2016]

(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 his discretion, extend,
or further extend, the time for giving the notice.

Company to keep register of substantial shareholders

88.—(1) A company shall keep a register in which it shall
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.
[62/70; 49/73; 15/84]

(2) The register shall 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 shall 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 him 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 shall send the

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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 him with a copy of the register or any part of the register and
the company shall furnish the copy within 7 days after the day on
which the requirement is received by the company.
[49/73]

(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.
[15/84]

(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.
[62/70; 15/84]

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 his failure was
due to his not being aware of a fact or occurrence the existence of
which was necessary to constitute the offence and that —
(a) he was not so aware on the date of the summons; or

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(b) he became so aware less than 7 days before the date of the
summons.
[62/70; 15/84]

(2) For the purposes of subsection (1), a person shall conclusively

be presumed to have been aware of a fact or occurrence at a particular
time —
(a) of which he would, if he had acted with reasonable
diligence in the conduct of his 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
master’s or principal’s interest or interests in a share or
shares in the company concerned, was aware or would, if
he had acted with reasonable diligence in the conduct of his
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 1st 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 substantial shareholder from
disposing of any interest in shares in the company in
which he 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;

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(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.
[62/70; S 249/71]

(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 shall 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 shall 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
shall vest in the Registrar.
(5) The Court shall, 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 shall not make an order under this section, other than
an order restraining the exercise of voting rights, if it is satisfied —

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219 CAP. 50 Companies 2006 Ed.

(a) that the failure of the substantial shareholder to comply as

mentioned in subsection (1) was due to his inadvertence or
mistake or to his 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 347 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 first-
mentioned section.
(10) Any person who contravenes or fails to comply with an order
made under this section that is applicable to him 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.

Power of company to require disclosure of beneficial interest in

its voting shares
92. [Repealed by Act 2/2009 wef 19/11/2012]

Division 5 — Debentures
Register of debenture holders and copies of trust deed
93.—(1) Every company which issues debentures (not being
debentures transferable by delivery) shall keep a register of holders

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of the debentures at the registered office of the company or at some
other place in Singapore.
(2) Every company shall within 7 days after the register is first kept
at a place other than the registered office lodge with the Registrar
notice of the place where the register is kept and shall, within 7 days
after any change in the place at which the register is kept, lodge with
the Registrar notice of the change.
(3) The register shall except when duly closed be open to the
inspection of the registered holder of any debentures and of any
holder of shares in the company and shall contain particulars of the
names and addresses of the debenture holders and the amount of
debentures held by them.
(4) For the purposes of this section, a register shall be deemed to be
duly closed if closed in accordance with the provisions contained in
the constitution or in the debentures or debenture stock certificates, or
in the trust deed or other document relating to or securing the
debentures, during such periods (not exceeding in the aggregate 30
days in any calendar year) as is therein specified.
[Act 36 of 2014 wef 03/01/2016]

(5) Every registered holder of debentures and every holder of

shares in a company shall at his request be supplied by the company
with a copy of the register of the holders of debentures of the
company or any part thereof on payment of $1 for every page or part
thereof required to be copied, but the copy need not include any
particulars as to any debenture holder other than his name and address
and the debentures held by him.
(6) A copy of any trust deed relating to or securing any issue of
debentures shall be forwarded by the company to a holder of those
debentures at his request on payment of the sum of $3 or such less
sum as is fixed by the company, or where the copy has to be specially
made to meet the request on payment of $1 for every page or part
thereof required to be copied.
(7) If inspection is refused, or a copy is refused or not forwarded
within a reasonable time (but not more than one month) after a
request has been made pursuant to this section, the company and

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every officer of the company who is in default shall be guilty of an

offence.
(8) A company which issues debentures may cause to be kept in any
place outside Singapore a branch register of debenture holders which
shall be deemed to be part of the company’s register of debenture
holders and Division 4 of Part V shall with such adaptations as are
necessary apply to and in relation to the keeping of a branch register
of debenture holders.
(9) If a company fails to comply 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
$1,000 and also to a default penalty.
[15/84]

Specific performance of contracts

94. A contract with a company to take up and pay for any
debentures of the company may be enforced by an order for specific
performance.

Perpetual debentures
95. A condition in any debenture or in any deed for securing any
debentures whether the debenture or deed is issued or made before or
after 29th December 1967 shall not be invalid by reason only that the
debentures are thereby made irredeemable or redeemable only on the
happening of a contingency however remote or on the expiration of a
period however long, any rule of law or equity to the contrary
notwithstanding.
[S 258/67]

Reissue of redeemed debentures

96.—(1) Where a company has redeemed any debentures whether
before or after 29th December 1967 —
(a) unless any provision to the contrary, whether express or
implied, is contained in the constitution or in any contract
entered into by the company; or
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 222
(b) unless the company has, by passing a resolution to that
effect or by some other act, manifested its intention that the
debentures shall be cancelled,
the company shall have and shall be deemed always to have had
power to reissue the debentures, either by reissuing the same
debentures or by issuing other debentures in their place but the
reissue of a debenture or the issue of one debenture in place of another
under this subsection, whether the reissue or issue was made before or
after that date, shall not be regarded as the issue of a new debenture
for the purpose of any provision limiting the amount or number of
debentures that may be issued by the company.
(2) After the reissue the person entitled to the debentures shall have
and shall be deemed always to have had the same priorities as if the
debentures had never been redeemed.
(3) Where a company has either before or after 29th December
1967 deposited any of its debentures to secure advances on current
account or otherwise, the debentures shall not be deemed to have
been redeemed by reason only of the account of the company having
ceased to be in debit while the debentures remain so deposited.
[S 258/67]

Qualifications of trustee for debenture holders

97. [Repealed by S 236/2002]

Retirement of trustees
98. [Repealed by S 236/2002]

Contents of trust deed

99. [Repealed by S 236/2002]

Power of Court in relation to certain irredeemable debentures

100.—(1) Notwithstanding anything in any debenture or trust deed,
the security for any debentures which are irredeemable or redeemable
only on the happening of a contingency shall, if the Court so orders,
be enforceable, immediately or at such other time as the Court directs
if on the application of the trustee for the holders of the debentures or

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(where there is no trustee) on the application of the holder of any of

the debentures the Court is satisfied that —
(a) at the time of the issue of the debentures the assets of the
corporation which constituted or were intended to
constitute the security therefor were sufficient or likely
to become sufficient to discharge the principal debt and
any interest thereon;
(b) the security, if realised under the circumstances existing at
the time of the application, would be likely to bring not
more than 60% of the principal sum of moneys outstanding
(regard being had to all prior charges and charges ranking
pari passu if any); and
(c) the assets covered by the security, on a fair valuation on the
basis of a going concern after allowing a reasonable
amount for depreciation are worth less than the principal
sum and the borrowing corporation is not making
sufficient profit to pay the interest due on the principal
sum or (where no definite rate of interest is payable)
interest thereon at such rate as the Court considers would
be a fair rate to expect from a similar investment.
(2) Subsection (1) shall not affect any power to vary rights or accept
any compromise or arrangement created by the terms of the
debentures or the relevant trust deed or under a compromise or
arrangement between the borrowing corporation and creditors.
(3) Subsection (1) shall not apply in relation to any debenture that is
offered to the public for subscription or purchase.
[42/2001]

Duties of trustees
101. to 106. [Repealed by S 236/2002]

Division — Exemptions from

Divisions 1 and 5 in relation to
Prospectus Requirements
Interpretation
106A. [Repealed by S 236/2002]

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Offer made by or to certain persons or under certain
circumstances
106B. [Repealed by S 236/2002]

Offer made to certain institutions or persons

106C. [Repealed by S 236/2002]

Offer to sophisticated investors

106D. [Repealed by S 236/2002]

Circumstances in which a prospectus is not required on first

sale of shares or debentures acquired pursuant to exemptions
in section 106C or 106D
106E. [Repealed by S 236/2002]

Stock exchange offer

106F. [Repealed by S 236/2002]

Offer of international debentures

106G. [Repealed by S 236/2002]

Offer of debentures made by the Government or international

financial institutions
106H. [Repealed by S 236/2002]

Reporting requirements
106I. [Repealed by S 236/2002]

Revocation of exemption
106J. [Repealed by S 236/2002]

Power to conduct investigations

106K. [Repealed by S 236/2002]

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Transactions under exempted offers subjects to Division II of

Part XII of this Act and Part IX of Securities Industry Act
106L. [Repealed by S 236/2002]

Division — Interests other than

shares, debentures, etc.
Interpretation of this Division
107. [Repealed by S 236/2002]

Approved deeds
108. [Repealed by S 236/2002]

Approval of deeds
109. [Repealed by S 236/2002]

Approval of trustees
110. [Repealed by S 236/2002]

Covenants to be included in deeds

111. [Repealed by S 236/2002]

Interests to be issued by companies only

112. [Repealed by S 236/2002]

Statement to be issued
113. [Repealed by S 236/2002]

Restriction on issue, etc., of interest to public

113A. [Repealed by S 236/2002]

No issue without approved deed

114. [Repealed by S 236/2002]

Register of interest holders

115. [Repealed by S 236/2002]

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Returns, information, etc., relating to interests
116. [Repealed by S 236/2002]

Penalty for contravention of Division, etc.

117. [Repealed by S 236/2002]

Winding up of schemes, etc.

118. [Repealed by S 236/2002]

Power to exempt from compliance with Division and non-

application of Division in certain circumstances
119. [Repealed by S 236/2002]

Non-application of Division to personal representatives, etc.

120. [Repealed by S 236/2002]

Division 7 — Title and transfers

Nature of shares
121. The shares or other interest of any member in a company shall
be movable property, transferable in the manner provided by the
constitution, and shall not be of the nature of immovable property.
[Act 36 of 2014 wef 03/01/2016]

Numbering of shares
122.—(1) Each share in a company shall be distinguished by an
appropriate number.
(2) Notwithstanding subsection (1) —
(a) if at any time all the issued shares in a company or all the
issued shares therein of a particular class are fully paid up
and rank equally for all purposes, none of those shares need
thereafter have a distinguishing number so long as each of
those shares remains fully paid up and ranks equally for all
purposes with all shares of the same class for the time
being issued and fully paid up; or

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(b) if all the issued shares in a company are evidenced by

certificates in accordance with section 123 and each
certificate is distinguished by an appropriate number and
that number is recorded in the register of members, none of
those shares need have a distinguishing number.

Certificate to be evidence of title

123.—(1) A certificate under the common or official seal of a
company specifying any shares held by any member of the company
shall be prima facie evidence of the title of the member to the shares.
(2) Every share certificate shall be under the common seal of the
company or, in the case of a share certificate relating to shares on a
branch register, the official seal of the company and shall state as at
the date of the issue of the certificate —
(a) the name of the company and the authority under which the
company is constituted;
(b) the address of the registered office of the company in
Singapore, or, where the certificate is issued by a branch
office, the address of that branch office; and
(c) the class of the shares, whether the shares are fully or partly
paid up and the amount (if any) unpaid on the shares.
[Act 36 of 2014 wef 01/07/2015]

(3) Failure to comply with this section shall not affect the rights of
any holder of shares.
(4) 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.

Company may have duplicate common seal

124. A company may, if authorised by its constitution, have a
duplicate common seal which shall be a facsimile of the common seal
of the company with the addition on its face of the words “Share Seal”
and a certificate under such duplicate seal shall be deemed to be
sealed with the common seal of the company for the purposes of this
Act.
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 228
Loss or destruction of certificates
125.—(1) Subject to subsection (2), where a certificate or other
document of title to shares or debentures is lost or destroyed, the
company shall on payment of a fee not exceeding $2 issue a duplicate
certificate or document in lieu thereof to the owner on his application
accompanied by —
(a) a statutory declaration that the certificate or document has
been lost or destroyed, and has not been pledged, sold or
otherwise disposed of, and, if lost, that proper searches
have been made; and
(b) an undertaking in writing that if it is found or received by
the owner it will be returned to the company.
(2) Where the value of the shares or debentures represented by the
certificate or document is greater than $500 the directors of the
company may, before accepting an application for the issue of a
duplicate certificate or document, require the applicant —
(a) to cause an advertisement to be inserted in a newspaper
circulating in a place specified by the directors stating that
the certificate or document has been lost or destroyed and
that the owner intends after the expiration of 14 days after
the publication of the advertisement to apply to the
company for a duplicate; or
(b) to furnish a bond for an amount equal to at least the current
market value of the shares or debentures indemnifying the
company against loss following on the production of the
original certificate or document,
or may require the applicant to do both of those things.
(3) Any duplicate certificate issued on or after 30th January 2006 in
respect of a share certificate issued before that date shall state, in
place of the historical nominal value of the shares, the amount paid on
the shares and the amount (if any) unpaid on the shares.
[21/2005]

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(4) For the purposes of this section in relation to a book-entry

security, a reference to an owner therein shall be construed as a
reference to the Depository.
[Act 36 of 2014 wef 03/01/2016]

(5) Subsection (2) shall not apply to documents evidencing title in

relation to listed securities which have been deposited with the
Depository and registered in its name or its nominee’s name.
[Act 36 of 2014 wef 03/01/2016]

Transfer of shares in private companies

126.—(1) Notwithstanding anything in its constitution, a private
company shall not lodge a transfer of shares unless a proper
instrument of transfer has been delivered to the company, but this
section shall not prejudice any power to lodge a notice of transfer of
shares in respect of any person to whom the right to any shares of the
company has been transmitted by operation of law.
(2) Where there has been a transfer of shares, a private company
shall lodge with the Registrar notice of that transfer of shares in the
prescribed form.
(3) A transfer of any share in a private company on or after the date
of the commencement of section 61 of the Companies (Amendment)
Act 2014 does not take effect until the electronic register of members
of the company is updated by the Registrar under section 196A(5).
[Act 36 of 2014 wef 03/01/2016]

Transfer of debentures in private companies

127. Notwithstanding anything in its constitution, a private
company shall not register a transfer of debentures unless a proper
instrument of transfer has been delivered to the company, but this
section shall not prejudice any power to register as debenture holder
any person to whom the right to any debentures of the company has
been transmitted by operation of law.
[Act 36 of 2014 wef 03/01/2016]

Registration of transfer at request of transferor by private

companies
128.—(1) Subject to section 129, on the request in writing of the
transferor of —

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2006 Ed. Companies CAP. 50 230
(a) any share in a private company, the company shall lodge
with the Registrar a notice of transfer of shares in the
prescribed form; or
(b) any debenture or other interest in a private company, the
company shall enter in such register as the company
considers appropriate, the name of the transferee in the
same manner and subject to the same conditions as if the
application for the entry were made by the transferee.
(2) The transfer of any share in a private company on or after the
date of commencement of section 61 of the Companies (Amendment)
Act 2014 does not take effect until the electronic register of members
of the company is updated by the Registrar under section 196A(5).
(3) On the request in writing of the transferor of a share or
debenture, the private company shall by notice in writing require the
person having the possession, custody or control of the share
certificate or debenture and the instrument of transfer thereof or either
of them to deliver or produce it or them to the office of the company
within a stated period, being not less than 7 and not more than 28 days
after the date of the notice, to have the share certificate or debenture
cancelled or rectified, and the transfer registered (in the case of a
transfer of debenture) or otherwise dealt with.
(4) If any person refuses or neglects to comply with a notice given
under subsection (3), the transferor may apply to a judge to issue a
summons for that person to appear before the Court and show cause
why the documents mentioned in the notice should not be delivered or
produced as required by the notice.
(5) Upon appearance of a person so summoned the Court may
examine him upon oath and receive other evidence, or if he does not
appear after being duly served with such summons, the Court may
receive evidence in his absence and in either case the Court may order
him to deliver such documents to the company upon such terms or
conditions as to the Court seems fit, and the costs of the summons and
proceedings thereon shall be in the discretion of the Court.
(6) Lists of share certificates or debentures called in under this
section and not delivered or produced shall be exhibited in the office

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of the company and shall be advertised in such newspapers and at

such times as the company thinks fit.
[Act 36 of 2014 wef 03/01/2016]

128A. [Repealed by Act 36 of 2014 wef 03/01/2016]

Notice of refusal to register transfer by private companies

129.—(1) If a private company refuses to lodge a notice of transfer
of any share in the company it shall, within 30 days after the date on
which the transfer was lodged with it, send to the transferor and the
transferee notice of the refusal.
(2) If a private company refuses to register a transfer of any
debenture or other interest in the company it shall, within 30 days
after the date on which the transfer was lodged with it, send to the
transferor and to the transferee notice of the refusal.
(3) Where an application is made to a private company to lodge
with the Registrar a notice of transfer in the prescribed form in respect
of any share which have been transferred or transmitted to a person by
act of parties or operation of law, the company shall not refuse to do
so by virtue of any discretion in that behalf conferred by the
constitution unless it has served on the applicant, within 30 days
beginning with the day on which the application was made, a notice in
writing stating the facts which are considered to justify refusal in the
exercise of that discretion.
(4) If default is made in complying with this section, the private
company and every officer of the company who is in default shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $1,000 and also to a default penalty.
[Act 36 of 2014 wef 03/01/2016]

Transfer of shares and debentures in public companies

130.—(1) Notwithstanding anything in its constitution, a public
company shall not register a transfer of shares or debentures unless a
proper instrument of transfer has been delivered to the company, but
this subsection shall not prejudice any power to register as a
shareholder or debenture holder any person to whom the right to any
shares in or debentures of the company has been transmitted by
operation of law.

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2006 Ed. Companies CAP. 50 232
(2) Where there has been a transfer of shares, a public company
may lodge with the Registrar a notice of that transfer of shares in the
prescribed form.
(3) The notice must state —
(a) every other transfer of shares effected prior to the date of
the notice, other than a transfer that has been previously
notified to the Registrar; or
(b) the prescribed information in relation to the shares held by
each of the 50 members who hold the most number of
shares in the public company after the transfer.
[Act 36 of 2014 wef 03/01/2016]

Registration of transfer at request of transferor by public

companies
130AA.—(1) On the request in writing of the transferor of any
share, debenture or other interest in a public company the company
shall enter in the appropriate register the name of the transferee in the
same manner and subject to the same conditions as if the application
for the entry were made by the transferee.
(2) On the request in writing of the transferor of a share or
debenture the public company shall by notice in writing require the
person having the possession, custody or control of the share
certificate or debenture and the instrument of transfer thereof or either
of them to deliver or produce it or them to the office of the company
within a stated period, being not less than 7 and not more than 28 days
after the date of the notice, to have the share certificate or debenture
cancelled or rectified and the transfer registered or otherwise dealt
with.
(3) If any person refuses or neglects to comply with a notice given
under subsection (2), the transferor may apply to a judge to issue a
summons for that person to appear before the Court and show cause
why the documents mentioned in the notice should not be delivered or
produced as required by the notice.
(4) Upon appearance of a person so summoned the Court may
examine him upon oath and receive other evidence, or if he does not
appear after being duly served with such summons, the Court may

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233 CAP. 50 Companies 2006 Ed.

receive evidence in his absence and in either case the Court may order
him to deliver such documents to the company upon such terms or
conditions as to the Court seems fit, and the costs of the summons and
proceedings thereon shall be in the discretion of the Court.
(5) Lists of share certificates or debentures called in under this
section and not brought in shall be exhibited in the office of the
company and shall be advertised in such newspapers and at such
times as the company thinks fit.
[Act 36 of 2014 wef 03/01/2016]

Notice of refusal to register transfer by public companies

130AB.—(1) If a public company refuses to register a transfer of
any share, debenture or other interest in the company it shall, within
30 days after the date on which the transfer was lodged with it, send to
the transferor and to the transferee notice of the refusal.
(2) Where an application is made to a public company for a person
to be registered as a member in respect of shares which have been
transferred or transmitted to him by act of parties or operation of law,
the company shall not refuse registration by virtue of any discretion in
that behalf conferred by its constitution unless it has served on the
applicant, within 30 days beginning with the day on which the
application was made, a notice in writing stating the facts which are
considered to justify refusal in the exercise of that discretion.
(3) If default is made in complying with this section, the public
company and every officer of the company who is in default shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $1,000 and also to a default penalty.
[Act 36 of 2014 wef 03/01/2016]

Transfer by personal representative

130AC.—(1) A transfer of the share, debenture or other interest of
a deceased person made by his personal representative shall, although
the personal representative is not himself a member of the company,
be as valid as if he had been such a member at the time of the
execution of the instrument of transfer.
(2) The production to a company of any document which is by law
sufficient evidence of probate of the will, or letters of administration

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2006 Ed. Companies CAP. 50 234
of the estate, of a deceased person having been granted to some
person shall be accepted by the company, notwithstanding anything
in its constitution, as sufficient evidence of the grant.
(3) In this section, “instrument of transfer” includes a written
application for transmission of a share, debenture or other interest to a
personal representative.
[Act 36 of 2014 wef 03/01/2016]

Certification of prima facie title

130AD.—(1) The certification by a company of any instrument of
transfer of shares, debentures or other interests in the company shall
be taken as a representation by the company to any person acting on
the faith of the certification that there have been produced to the
company such documents as on the face of them show a prima facie
title to the shares, debentures or other interests in the transferor
named in the instrument of transfer but not as a representation that the
transferor has any title to the shares, debentures or other interests.
(2) Where any person acts on the faith of a false certification by a
company made negligently, the company shall be under the same
liability to him as if the certification had been made fraudulently.
(3) Where any certification by a private company is expressed to be
limited to 42 days or any longer period from the date of certification,
the company and its officers shall not, in the absence of fraud, be
liable —
(a) in respect of any transfer of shares after the expiration of
the period so limited or any extension thereof given by the
company if the instrument of transfer has not been sent to
or received by the company under section 126(1) within
that period; or
(b) in respect of the registration of any transfer of debentures
or other interests comprised in the certification after the
expiration of the period so limited or any extension thereof
given by the company if the instrument of transfer has not
within that period been lodged with the company for
registration.

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(4) Where any certification by a public company is expressed to be

limited to 42 days or any longer period from the date of certification,
the company and its officers shall not, in the absence of fraud, be
liable in respect of the registration of any transfer of shares,
debentures or other interests comprised in the certification after the
expiration of the period so limited or any extension thereof given by
the company if the instrument of transfer has not within that period
been lodged with the company for registration.
(5) For the purposes of this section —
(a) an instrument of transfer is to be treated as certificated if it
bears the words “certificate lodged” or words to the like
effect;
(b) the certification of an instrument of transfer is to be treated
as made by a company if —
(i) the person issuing the instrument is a person
apparently authorised to issue certificated
instruments of transfer on the company’s behalf; and
(ii) the certification is signed by a person apparently
authorised to certificate transfers on the company’s
behalf or by any officer either of the company or of a
corporation so apparently authorised; and
(c) a certification that purports to be authenticated by a
person’s signature or initials (whether handwritten or not)
shall be deemed to be signed by him unless it is shown that
the signature or initials were not placed there by him and
were not placed there by any other person apparently
authorised to use the signature or initials for the purpose of
certificating transfers on the company’s behalf.
[Act 36 of 2014 wef 03/01/2016]

Duties of company with respect to issue of certificates and

default in issue of certificates
130AE.—(1) Every public company shall within 60 days after the
allotment of any of its shares or debentures, and within 30 days after
the date on which a transfer (other than such a transfer as the company
is for any reason entitled to refuse to register and does not register) of

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2006 Ed. Companies CAP. 50 236
any of its shares or debentures is lodged with the company, complete
and have ready for delivery all the appropriate certificates and
debentures in connection with the allotment or transfer.
(2) Every private company shall —
(a) within 60 days after the allotment of any of its shares or
debentures;
(b) within 30 days after the date on which a notice of transfer
of shares is lodged with the Registrar under section 126(2)
or 128(1)(a); and
(c) within 30 days after the date on which a transfer (other than
such a transfer as the company is for any reason entitled to
refuse to register and does not register) of any of its
debentures is lodged with the company,
complete and have ready for delivery all the appropriate certificates
and debentures in connection with the allotment or transfer.
(3) If default is made in complying with this section, the company
and every officer of the company who is in default shall each be guilty
of an offence and shall each be liable on conviction to a fine not
exceeding $1,000 and also to a default penalty.
(4) If any company on which a notice has been served requiring the
company to make good any default in complying with this section
fails to make good the default within 10 days after the service of the
notice, the Court may, on the application of the person entitled to have
the certificates or the debentures delivered to him, make an order
directing the company and any officer of the company to make good
the default within such time as is specified in the order, and the order
may provide that all costs of and incidental to the application shall be
borne by the company or by any officer of the company in default in
such proportions as the Court thinks fit.
[Act 36 of 2014 wef 03/01/2016]

[Repealed by Act 36 of 2014 wef 03/01/2016]

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237 CAP. 50 Companies 2006 Ed.

Division 8 — Registration of charges

Registration of charges
131.—(1) Subject to this Division, where a charge to which this
section applies is created by a company there shall be lodged with the
Registrar in the prescribed manner for registration, within 30 days
after the creation of the charge, a statement containing the prescribed
particulars of the charge, and if this section is not complied with in
relation to the charge the charge shall, so far as any security on the
company’s property or undertaking is thereby conferred, be void
against the liquidator and any creditor of the company.
[13/87; 12/2002]
[Act 36 of 2014 wef 03/01/2016]

(1A) In connection with the registration of a charge to which this

section applies which is created by a company there shall be produced
to the Registrar, upon the Registrar’s request and for the purposes of
inspection, at no cost to the Registrar, the instrument (if any) by
which the charge is created or evidenced or a certified true copy
thereof.
[13/87; 12/2002]

(2) Nothing in subsection (1) shall prejudice any contract or

obligation for repayment of the money secured by a charge and when
a charge becomes void under this section the money secured thereby
shall immediately become payable.
(3) This section applies to the following charges that are created on
or after the date of commencement of section 63 of the Companies
(Amendment) Act 2014:
(a) a charge to secure any issue of debentures;
(b) a charge on uncalled share capital of a company;
(c) a charge on shares of a subsidiary of a company which are
owned by the company;
(d) a charge created or evidenced by an instrument which if
executed by an individual, would require registration as a
bill of sale;
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 238
(e) a charge on land wherever situate or any interest therein
but not including any charge for any rent or other
periodical sum issuing out of land;
[Act 36 of 2014 wef 03/01/2016]

(f) a charge on book debts of the company;

(g) a floating charge on the undertaking or property of a
company;
(h) a charge on calls made but not paid;
(i) a charge on a ship or aircraft or any share in a ship or
aircraft; and
(j) a charge on goodwill, on a patent or a licence under a
patent, on a trade mark or a licence to use a trademark, or
on a copyright or a licence under a copyright or on a
registered design or a licence to use a registered design.
[Act 36 of 2014 wef 03/01/2016]

(3AA) This section also applies to any charge that —

(a) was a charge to which this section applied under
subsection (3) in force immediately before the date of
commencement of section 63 of the Companies
(Amendment) Act 2014; and
(b) was created before that date.
[Act 36 of 2014 wef 03/01/2016]

(3AB) Despite subsection (3), a shipowner’s lien created by a

company on or after the date of commencement of section 2 of the
Companies (Amendment) Act 2018, whether as a charge on book
debts of the company or a floating charge on the undertaking or
property of the company, is not a charge to which this section applies.
[Act 35 of 2018 wef 01/10/2018]

(3AC) Despite subsection (3) or (3AA), a shipowner’s lien created

by a company before the date of commencement of section 2 of the
Companies (Amendment) Act 2018, whether as a charge on book
debts of the company or a floating charge on the undertaking or
property of the company, is a charge to which this section applies only
if, as at that date —
(a) an order for the winding up of the company has been made;

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239 CAP. 50 Companies 2006 Ed.

(b) a resolution has been passed for the voluntary winding up

of the company; or
(c) a creditor of the company has acquired a proprietary right
to or an interest in the subject matter of the lien.
[Act 35 of 2018 wef 01/10/2018]

(3A) The reference to a charge on book debts in subsection (3)(f)

shall not include a reference to a charge on a negotiable instrument or
on debentures issued by the Government.
[40/89]

(3B) A charge referred to in subsection (3) does not include a

charge created at any time on or after the date of commencement of
the International Interests in Aircraft Equipment Act 2009 to the
extent that it is capable of being registered under that Act.
[5/2009 wef 01/05/2009]

(3C) In subsection (3B), “registered” has the same meaning as in

section 2(1) of the International Interests in Aircraft Equipment
Act 2009.
[5/2009 wef 01/05/2009]

(4) Where a charge created in Singapore affects property outside

Singapore, the statement containing the prescribed particulars of the
charge may be lodged for registration under and in accordance with
subsection (1) notwithstanding that further proceedings may be
necessary to make the charge valid or effectual according to the law
of the place in which the property is situate.
[13/87; 12/2002]

(5) When a series of debentures containing or giving by reference to

any other instrument any charge to the benefit of which the debenture
holders of that series are entitled equally is created by a company, it
shall be sufficient if there are lodged with the Registrar for
registration within 30 days after the execution of the instrument
containing the charge, or if there is no such instrument after the
execution of the first debenture of the series, a statement containing
the following particulars:
(a) the total amount secured by the whole series;

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2006 Ed. Companies CAP. 50 240
(b) the dates of the resolutions authorising the issue of the
series and the date of the covering instrument, if any, by
which the security is created or defined;
(c) a general description of the property charged; and
(d) the names of the trustee, if any, for the debenture holders.
[13/87; 12/2002]

(6) For the purposes of subsection (5), where more than one issue is
made of debentures in the series, there shall be lodged within 30 days
after each issue particulars of the date and amount of each issue, but
an omission to do so shall not affect the validity of the debentures
issued.
(7) Where any commission, allowance or discount has been paid or
made either directly or indirectly by a company to any person in
consideration of his (whether absolutely or conditionally) subscribing
or agreeing to subscribe or procuring or agreeing to procure
subscriptions, whether absolute or conditional, for any debentures
the particulars required to be lodged under this section shall include
particulars as to the amount or rate per cent of the commission,
allowance or discount so paid or made, but omission to do so shall not
affect the validity of the debentures issued.
(8) The deposit of any debentures as security for any debt of the
company shall not for the purposes of subsection (7) be treated as the
issue of the debentures at a discount.
(9) No charge or assignment to which this section applies (except a
charge or assignment relating to land) need be filed or registered
under any other written law.
(10) Where a charge requiring registration under this section is
created before the lapse of 30 days after the creation of a prior
unregistered charge, and comprises all or any part of the property
comprised in the prior charge, and the subsequent charge is given as a
security for the same debt as is secured by the prior charge, or any part
of that debt, then to the extent to which the subsequent charge is a
security for the same debt or part thereof, and so far as respects the
property comprised in the prior charge, the subsequent charge shall
not be operative or have any validity unless it is proved to the
satisfaction of the Court that it was given in good faith for the purpose

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241 CAP. 50 Companies 2006 Ed.

of correcting some material error in the prior charge or under other

proper circumstances and not for the purposes of avoiding or evading
the provisions of this Division.
(11) In this section, “shipowner’s lien” means a contractual lien
on —
(a) sub-freights;
(b) sub-hires; or
(c) bill of lading freight,
created under a charter (or sub-charter) of a ship for any amount due
under the charter (or sub-charter).
[Act 35 of 2018 wef 01/10/2018]

Duty to register charges

132.—(1) Documents and particulars required to be lodged for
registration in accordance with section 131 may be lodged for
registration in the prescribed manner by the company concerned or by
any person interested in the documents, but if default is made in
complying with that section the company 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.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

(2) Where registration is effected by some person other than the

company, that person shall be entitled to recover from the company
the amount of any fees properly paid by him on the registration.

Duty of company to register charges existing on property

acquired
133.—(1) Where a company acquires any property which is subject
to a charge of any such kind as would, if it had been created by the
company after the acquisition of the property, have been required to
be registered under this Division or, where a foreign company
becomes registered in Singapore and has prior to such registration
created a charge which if it had been created by the company while it
was registered in Singapore would have been required to be

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2006 Ed. Companies CAP. 50 242
registered under this Division or, where a foreign company becomes
registered in Singapore and has prior to such registration acquired
property which is subject to a charge of any such kind as would if it
had been created by the company after the acquisition and while it
was registered in Singapore have been required to be registered under
this Division, the company shall cause a statement of the prescribed
particulars to be lodged with the Registrar for registration within 30
days after the date on which the acquisition is completed or the date of
the registration of the company in Singapore, as the case may be.
[13/87; 12/2002]

(2) If default is made in complying with this section, the company

or the foreign company and every officer of the company or foreign
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.
[15/84]

Register of charges to be kept by Registrar

134.—(1) The Registrar shall keep a register of all the charges
lodged for registration under this Division and shall enter in the
register with respect to those charges the following particulars:
(a) in the case of a charge to the benefit of which the holders of
a series of debentures are entitled, such particulars as are
required to be contained in a statement furnished under
section 131(5); and
(b) in the case of any other charge —
(i) if the charge is a charge created by the company, the
date of its creation, and if the charge was a charge
existing on property acquired by the company the
date of the acquisition of the property;
(ii) the amount secured by the charge;
(iii) a description sufficient to identify the property
charged; and
(iv) the name of the person entitled to the charge.
(2) The Registrar shall issue a notice to the company concerned of
the registration of a charge and the notice shall be conclusive

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243 CAP. 50 Companies 2006 Ed.

evidence that the requirements as to registration have been complied

with.
[13/87; 12/2002]

(3) Upon the application of the company and payment of the

prescribed fee, the Registrar shall issue to the company a certificate
confirming the registration of the charge and the certificate shall be
conclusive evidence that the requirements as to registration have been
complied with.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

Endorsement of certificate of registration on debentures

135.—(1) The company shall cause to be endorsed on every
debenture forming one of a series of debentures, or certificate of
debenture stock which is issued by the company and the payment of
which is secured by a charge so registered —
(a) a copy of the notice of registration; or
(b) a statement that the registration has been effected and the
date of registration.
[12/2002]

(2) Subsection (1) shall not apply to any debenture or certificate of

debenture stock which has been issued by the company before the
charge was registered.
(3) Every person who knowingly and wilfully authorises or permits
the delivery of any debenture or certificate of debenture stock which
is not endorsed as required by this section shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $2,000.
[15/84]

Entries of satisfaction and release of property from charge

136.—(1) Where, with respect to any registered charge —
(a) the debt for which the charge was given has been paid or
satisfied in whole or in part; or
(b) the property or undertaking charged or any part thereof has
been released from the charge or has ceased to form part of
the company’s property or undertaking of the company
concerned,

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2006 Ed. Companies CAP. 50 244
the company may lodge with the Registrar in the prescribed form a
statement of satisfaction in whole or in part, or of the fact that the
property or undertaking or any part thereof has been released from the
charge or has ceased to form part of the company’s property or
undertaking, as the case may be, and the Registrar shall enter
particulars of that statement in the register.
[12/2002]

(2) The statement shall be endorsed with a statement by the chargee

of the payment, satisfaction, release or ceasing referred to in
subsection (1), as the case may be, and the second-mentioned
statement shall constitute sufficient evidence of that payment,
satisfaction, release or ceasing.
[13/87; 12/2002]

Extension of time and rectification of register of charges

137. The Court, on being satisfied that the omission to register a
charge (whether under this or any corresponding previous written
law) within the time required or that the omission or mis-statement of
any particular with respect to any such charge or in a statement of
satisfaction was accidental or due to inadvertence or to some other
sufficient cause or is not of a nature to prejudice the position of
creditors or shareholders or that on other grounds it is just and
equitable to grant relief, may on the application of the company or
any person interested and on such terms and conditions as seem to the
Court just and expedient (including a term or condition that the
extension or rectification is to be without prejudice to any liability
already incurred by the company or any of its officers in respect of the
default) order that the time for registration be extended or that the
omission or mis-statement be rectified.
[12/2002]

Company to keep copies of charging instruments and register

of charges
138.—(1) Every company shall cause the instrument creating any
charge requiring registration under this Division or a copy thereof to
be kept at the registered office of the company for as long as the
charge to which the instrument relates remains in force, but in the

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case of a series of debentures the keeping of a copy of one debenture

of the series shall be sufficient for the purposes of this subsection.
[13/87]
[Act 36 of 2014 wef 03/01/2016]

(1A) An instrument creating any charge or a copy thereof, or a copy

of the series of debentures, as the case may be, that is required to be
kept under subsection (1) —
(a) shall be deemed to form part of the records that are
required to be kept under section 199(1); and
(b) for the purposes of section 199(2), shall be retained by the
company for a period of 5 years after —
(i) the date the debt for which the charge was given was
paid or satisfied in whole;
(ii) the date the property or undertaking charged was
released or ceased to form part of the company’s
property or undertaking; or
(iii) where both of the events referred to in
sub-paragraphs (i) and (ii) occur in any particular
case, the later of the dates.
[Act 36 of 2014 wef 03/01/2016]

(2) Every company shall keep at the registered office of the

company a register of charges and enter therein all charges
specifically affecting property of the company and all floating
charges on the undertaking or any property of the company, giving in
each case a short description of the property charged, the amount of
the charge and (except in the case of securities to bearer) the names of
the persons entitled thereto.
(3) The instruments or copies thereof and the register of charges
kept in pursuance of this section shall be open to the inspection of any
creditor or member of the company without fee, and the register of
charges shall also be open to the inspection of any other person on
payment of such fee not exceeding $2 for each inspection as is fixed
by the company.
(3A) Any person may, on application to a company and on payment
of a fee, not exceeding $1 for every page or part thereof, be furnished

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2006 Ed. Companies CAP. 50 246
with a copy of any instrument or debenture kept by the company in
pursuance of this section within 3 days of his making the application.
[13/87]

(4) 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 and also to a default penalty.
[15/84]

Documents made out of Singapore

139. Where under this Division an instrument, deed, statement or
other document is required to be lodged with the Registrar within a
specified time, the time so specified shall, by force of this section, in
relation to an instrument, deed, statement or other document executed
or made in a place out of Singapore, be extended by 7 days or such
further periods as the Registrar may from time to time allow.

Charges, etc., created before 29th December 1967

140. Except as is otherwise expressly provided, this Division shall
apply to any charge that on 29th December 1967 was registrable
under any of the repealed written laws but which at that date was not
registered under any of those laws.
[S 258/67]

Application of Division
141. A reference in this Division to a company shall be read as
including a reference to a foreign company if, and only if, it is
registered under Division 2 of Part XI, but nothing in this Division
applies to a charge on property outside Singapore of such foreign
company.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

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247 CAP. 50 Companies 2006 Ed.

PART V
MANAGEMENT AND ADMINISTRATION
Division 1 — Office and name
Registered office of company
142.—(1) A company shall as from the date of its incorporation
have a registered office within Singapore to which all
communications and notices may be addressed and which shall be
open and accessible to the public for not less than 3 hours during
ordinary business hours on each business day.
[15/84]

(2) If default is made in complying with subsection (1), 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 also to a default penalty.
[15/84; 13/87]

Office hours
143.—(1) Notice in the prescribed form of the situation of the
registered office, the days and hours during which it is open and
accessible to the public, shall, in the case of a proposed company, be
lodged with the Registrar together with its constitution, at the time of
lodgment for the incorporation of the proposed company and in the
case of any subsequent change of the particulars therein be so lodged
within 14 days after any such change, but no notice of the days and
hours during which the office is open and accessible to the public
shall be required if the office is open for at least 5 hours during
ordinary business hours on each business day.
[15/84; 40/89]
[Act 36 of 2014 wef 03/01/2016]

(1A) In subsection (1), the word “particulars”, in relation to the

situation of the registered office, shall be deemed to include the
address and designation of the situation or address of the registered
office.
[40/89]

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2006 Ed. Companies CAP. 50 248
Penalty
(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
$5,000 and also to a default penalty.
[15/84; 13/87]

Publication of name and registration number

144.—(1) The name of a company shall appear in legible
romanised letters on —
(a) its seal, if any; and
[Act 15 of 2017 wef 31/03/2017]

(b) all business letters, statements of account, invoices, official

notices, publications, bills of exchange, promissory notes,
indorsements, cheques, orders, receipts and letters of credit
of or purporting to be issued or signed by or on behalf of
the company.
[5/2004]

(1A) The registration number of a company shall appear in a legible

form on all business letters, statements of account, invoices, official
notices and publications of or purporting to be issued or signed by or
on behalf of the company.
[5/2004]

(1B) A company shall be guilty of an offence if default is made in

complying with subsection (1) or (1A).
[5/2004]

(2) If an officer of a company or any person on its behalf —

(a) uses or authorises the use of any seal purporting to be a seal
of the company whereon its name does not so appear;
(b) issues or authorises the issue of any business letter,
statement of account, invoice or official notice or
publication of the company wherein its name is not so
mentioned; or
(c) signs, issues or authorises to be signed or issued on behalf
of the company any bill of exchange, promissory note,
cheque or other negotiable instrument or any indorsement,

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249 CAP. 50 Companies 2006 Ed.

order, receipt or letter of credit wherein its name is not so

mentioned,
he shall be guilty of an offence, and where he has signed, issued or
authorised to be signed or issued on behalf of the company any bill of
exchange, promissory note or other negotiable instrument or any
indorsement thereon or order wherein that name is not so mentioned,
he shall in addition be liable to the holder of the instrument or order
for the amount due thereon unless it is paid by the company.

Name to be displayed on all offices

(3) [Deleted by Act 5 of 2004]

Division 2 — Directors and officers

Directors
145.—(1) Every company shall have at least one director who is
ordinarily resident in Singapore and, where the company only has one
member, that sole director may also be the sole member of the
company.
[5/2004]

(2) No person other than a natural person who has attained the age
of 18 years and who is otherwise of full legal capacity shall be a
director of a company.
[7/2009 wef 01/03/2009]

(3) [Deleted by Act 12 of 2002]

(4) Any provision in the constitution of a company which was in
force immediately before 29th December 1967 and which operated to
constitute a corporation as a director of the company shall be read and
construed as if it authorised that corporation to appoint a natural
person to be a director of that company.
[S 258/67]
[Act 36 of 2014 wef 03/01/2016]

(4A) Subject to subsection (5), unless the constitution otherwise

provides, a director of a company may resign by giving the company
a notice in writing of his resignation.
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 250
(4B) Subject to subsection (5), the resignation of a director shall not
be conditional upon the company’s acceptance of his resignation.
[Act 36 of 2014 wef 03/01/2016]

(5) Notwithstanding anything in this Act or in the constitution of

the company, or in any agreement with the company, a director of a
company shall not resign or vacate his office unless there is remaining
in the company at least one director who is ordinarily resident in
Singapore; and any purported resignation or vacation of office in
breach of this subsection shall be deemed to be invalid.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(6) Subsection (5) shall not apply where a director of a company is

required to resign or vacate his office —
(a) if he has not within the period referred to in section 147(1)
obtained his qualification;
(b) by virtue of his disqualification or removal or the
revocation of his appointment as a director, as the case
may be, under section 148, 149, 149A, 154, 155, 155A or
155C of this Act, section 50 or 54 of the Banking Act
(Cap. 19), section 47 of the Finance Companies Act
(Cap. 108), section 57 of the Financial Advisers Act
(Cap. 110), section 62 or 63 of the Financial Holdings
Companies Act 2013 (Act 13 of 2013), section 31, 31A,
35ZJ or 41(2)(a)(ii) of the Insurance Act (Cap. 142),
section 40 of the Monetary Authority of Singapore Act
(Cap. 186), section 12A of the Money-changing and
Remittance Businesses Act (Cap. 187), section 22 of the
Payment Systems (Oversight) Act (Cap. 222A), section 43,
46Z, 81P, 81ZJ, 97, 123Y, 123ZU or 292A of the Securities
and Futures Act (Cap. 289) and section 14 of the Trust
Companies Act (Cap. 336); or
[Act 4 of 2017 wef 08/10/2018]
[Act 31 of 2017 wef 04/06/2018]

(c) if he, being a director of a Registered Fund Management

Company as defined in the Securities and Futures
(Licensing and Conduct of Business) Regulations

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251 CAP. 50 Companies 2006 Ed.

(Cap. 289, Rg 10), has been removed by the company as

director in accordance with those Regulations.
[Act 36 of 2014 wef 03/01/2016]

(7) If there is a contravention of subsection (1), the Registrar may,

either of his own motion or on the application of any person, direct
the members of the company to appoint a director who is ordinarily
resident in Singapore if he considers it to be in the interests of the
company for such appointment to be made.
[5/2004]

(8) If the direction under subsection (7) is not complied with, each
member in default shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $2,000 and, in the case of a
continuing offence, to a further fine not exceeding $1,000 for every
day or part thereof during which the offence continues after
conviction.
[5/2004]

(9) If there is a contravention of subsection (1) and —

(a) the Registrar fails to give the direction under
subsection (7); or
(b) such direction has been given but is not complied with,
the court may, on the application of the Registrar or any person, order
the members of the company to make the appointment if it considers
it to be in the interests of the company for such appointment to be
made.
[5/2004]

(10) If a company carries on business without having at least one

director who is ordinarily resident in Singapore for more than 6
months, a person who, for the whole or any part of the period that it so
carries on business after those 6 months —
(a) is a member of the company; and
(b) knows that it is carrying on business in that manner,
shall be liable for the payment of all the debts of the company
contracted during the period or, as the case may be, that part of it, and
may be sued therefor.
[5/2004]

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Restrictions on appointment or advertisement of director
146.—(1) A person shall not be named as a director or proposed
director in —
(a) any document filed or lodged with or submitted to the
Registrar for the purposes of the incorporation of a
company; or
(b) the register of directors, chief executive officers and
secretaries of a company,
[Act 36 of 2014 wef 03/01/2016]

unless, before —
(i) the incorporation of the company; or
(ii) the filing of any return in the prescribed form containing
the particulars required to be specified in the register of
directors, chief executive officers and secretaries,
[Act 36 of 2014 wef 03/01/2016]

as the case may be, the person has complied with the conditions set
out in subsection (1A).
[12/2002]

(1A) The conditions to be complied with by a person referred to in

subsection (1) are the following:
(a) he has, by himself or through a registered qualified
individual authorised by him, filed with the Registrar —
(i) a declaration that he has consented to act as a
director;
(ii) a statement in the prescribed form that he is not
disqualified from acting as a director under this Act;
and
(iii) a statement in the prescribed form that he is not
debarred under section 155B from acting as director
of the company; and
[Act 36 of 2014 wef 03/01/2016]

(b) he has, by himself or through a registered qualified

individual authorised by him —

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253 CAP. 50 Companies 2006 Ed.

(i) filed with the Registrar a declaration that he has

agreed to take a number of shares of the company
that is not less than his qualification, if any;
(ii) filed with the Registrar an undertaking that he will
take from the company and pay for his qualification
shares, if any;
(iii) filed with the Registrar a declaration that a specified
number of shares, not less than his qualification, if
any, has been registered in his name; or
(iv) in the case of a company formed or intended to be
formed by way of reconstruction of another
corporation or group of corporations or to acquire
the shares in another corporation or group of
corporations, filed with the Registrar a declaration
that —
(A) he was a shareholder in that other corporation
or in one or more of the corporations of that
group; and
(B) as a shareholder he will be entitled to receive
and have registered in his name a number of
shares not less than his qualification, by virtue
of the terms of an agreement relating to the
reconstruction.
[12/2002; 8/2003]
[Act 36 of 2014 wef 03/01/2016]

(2) Where a person has undertaken to the Registrar under

subsection (1A)(b)(ii) to take and pay for his qualification shares,
he shall, as regards those shares, be in the same position as if he had
signed the constitution for that number of shares.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(3) Subsections (1) and (2) (other than the provisions relating to the
signing of a consent to act as director) shall not apply to —
(a) a company not having a share capital;
(b) a private company; or

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2006 Ed. Companies CAP. 50 254
(c) a prospectus or a statement in lieu of prospectus issued or
lodged with the Registrar by or on behalf of a company or
to a constitution adopted by a company after the expiration
of one year from the date on which the company was
entitled to commence business.
[Act 36 of 2014 wef 03/01/2016]

(4) 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
$10,000 and also to a default penalty.
[15/84]

(5) The restrictions in this section on a director or proposed director

of a company incorporated under this Act in relation to a prospectus
shall apply in the same manner and extent to a director or proposed
director of a foreign company as if the references in subsections (1)
and (4) to a company included references to a foreign company.
[22/93]

Qualification of director
147.—(1) Without affecting the operation of sections 145 and 146,
every director, who is by the constitution required to hold a specified
share qualification and who is not already qualified, shall obtain his
qualification within 2 months after his appointment or such shorter
period as is fixed by the constitution.
[Act 36 of 2014 wef 03/01/2016]

(2) Unless otherwise provided by the constitution, the qualification

of any director of a company must be held by him solely and not as
one of several joint holders.
[Act 36 of 2014 wef 03/01/2016]

(3) A director shall vacate his office if he has not within the period
referred to in subsection (1) obtained his qualification or if after so
obtaining it he ceases at any time to hold his qualification.
(4) Any person who fails to comply with subsection (3) shall be
guilty of an offence and shall be liable on conviction to a fine not
exceeding $4,000 and also to a default penalty.
[15/84]

(5) A person vacating office under this section shall be incapable of

being reappointed as director until he has obtained his qualification.

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Restriction on undischarged bankrupt

148.—(1) Every person who, being an undischarged bankrupt
(whether he was adjudged bankrupt by a Singapore Court or a foreign
court having jurisdiction in bankruptcy), acts as director of, or
directly or indirectly takes part in or is concerned in the management
of, any corporation, except with the leave of the Court or the written
permission of the Official Assignee, shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $10,000 or to
imprisonment for a term not exceeding 2 years or to both.
[37/99]

(2) On an application by an undischarged bankrupt under

subsection (1) to the Court or the Official Assignee, as the case
may be, the Court or the Official Assignee may refuse the application
or approve the application subject to such condition as the Court or
the Official Assignee, as the case may be, may impose.
[37/99]

(3) The Court shall not give leave under this section unless notice of
intention to apply therefor has been served on the Minister and on the
Official Assignee and the Minister and the Official Assignee or either
of them may be represented at the hearing of and may oppose the
granting of the application.
[37/99]

(4) Any person who has been granted leave by the Court or written
permission by the Official Assignee under subsection (1) shall, within
14 days after the issue of the Court order or written permission, lodge
a copy of the order or written permission with the Registrar.
[8/2003]
[Act 36 of 2014 wef 03/01/2016]

Disqualification of unfit directors of insolvent companies

149.—(1) The Court may —
(a) on the application of the Minister or the Official Receiver
as provided for in subsection (9)(a); and
(b) on being satisfied as to the matters referred to in
subsection (2),

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2006 Ed. Companies CAP. 50 256
make an order disqualifying a person specified in the order from
being a director or in any way, whether directly or indirectly, being
concerned in, or take part in, the management of a company during
such period not exceeding 5 years after the date of the order as is
specified in the order (referred to in this section as a disqualification
order).
[13/87]

(2) The Court shall make a disqualification order under

subsection (1) if it is satisfied that —
(a) the person against whom the order is sought has been given
not less than 14 days’ notice of the application; and
(b) the person —
(i) is or has been a director of a company which has at
any time gone into liquidation (whether while he was
a director or within 3 years of his ceasing to be a
director) and was insolvent at that time; and
(ii) that his conduct as director of that company either
taken alone or taken together with his conduct as a
director of any other company or companies makes
him unfit to be a director of or in any way, whether
directly or indirectly, be concerned in, or take part in,
the management of a company.
(3) If in the case of a person who is or has been a director of a
company which is —
(a) being wound up by the Court, it appears to the Official
Receiver or to the liquidator (if he is not the Official
Receiver); or
(b) being wound up otherwise than as mentioned in
paragraph (a), it appears to the liquidator,
that the conditions mentioned in subsection (2)(b) are satisfied as
respects that person, the Official Receiver or the liquidator, as the
case may be, shall immediately report the matter to the Minister.
(4) The Minister may require the Official Receiver or the liquidator
or the former liquidator of a company —

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257 CAP. 50 Companies 2006 Ed.

(a) to furnish him with such information with respect to any

person’s conduct as a director of the company; and
(b) to produce and permit inspection of such books, papers and
other records relevant to that person’s conduct as such a
director,
as the Minister may reasonably require for the purpose of determining
whether to exercise, or of exercising, any of his functions under this
section; and if default is made in complying with that requirement the
Court may, on the application of the Minister, make an order
requiring that person to make good the default within such time as is
specified in the order.
(5) For the purposes of this section —
(a) a company has gone into liquidation —
(i) if it is wound up by the Court, on the date of the filing
of the winding up application;
(ii) where a provisional liquidator was appointed under
section 291(1), at the time when the declaration
made under that subsection was lodged with the
Registrar; and
(iii) in any other case, on the date of the passing of the
resolution for the voluntary winding up; and
(b) a company was insolvent at the time it has gone into
liquidation if it was unable to pay its debts, within the
meaning of that expression in section 254(2),
and references in this section to a person’s conduct as a director of any
company or companies include, where any of those companies have
become insolvent, references to that person’s conduct in relation to
any matter connected with or arising out of the insolvency of that
company.
[42/2005]

(6) In deciding whether a person’s conduct as a director of any

particular company or companies make him unfit to be concerned in,
or take part in, the management of a company as is mentioned in
subsection (2)(b), the Court shall in relation to his conduct as a

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2006 Ed. Companies CAP. 50 258
director of that company or, as the case may be, each of those
companies have regard, generally to the matters referred to in
paragraph (a), and, in particular, to the matters referred to in
paragraph (b), notwithstanding that the director has not been
convicted or may be criminally liable in respect of any of these
matters —
(a) (i) as to whether there has been any misfeasance or
breach of any fiduciary or other duty by the director
in relation to the company;
(ii) as to whether there has been any misapplication or
retention by the director of, or any conduct by the
director giving rise to an obligation to account for,
any money or other property of the company;
(iii) as to the extent of the director’s responsibility for any
failure by the company to comply with sections 138,
190, 191, 196B, 197, 199 and 201; and
[Act 36 of 2014 wef 03/01/2016]

(b) (i) as to the extent of the director’s responsibility for the

causes of the company becoming insolvent;
(ii) as to the extent of the director’s responsibility for any
failure by the company to supply any goods or
services which have been paid for (in whole or in
part);
(iii) as to the extent of the director’s responsibility for the
company entering into any transaction liable to be set
aside under section 259;
(iv) as to whether the causes of the company becoming
insolvent are attributable to its carrying on business
in a particular industry where the risk of insolvency
is generally recognised to be higher.
(7) The Minister may, by notification in the Gazette, add to, vary or
amend the matters referred to in subsection (6) and that notification
may contain such transitional provisions as may appear to the
Minister to be necessary or expedient.

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259 CAP. 50 Companies 2006 Ed.

(8) In this section, “company” includes a corporation and a foreign

company but does not include a partnership or association to which
Division 5 of Part X applies.
[8/2003]

(9)(a) In the case of a person who is or has been a director of a

company which has gone into liquidation and is being wound up by
the Court, an application under this section shall be made by the
Official Receiver but in any other case an application shall be made
by the Minister.
(b) On a hearing of an application under this section —
(i) the Minister or the Official Receiver, as the case may be,
shall appear and call the attention of the Court to any
matter which appears to him to be relevant (and for this
purpose the Minister may be represented) and may give
evidence or call witnesses; and
(ii) the person against whom an order is sought may appear
and himself give evidence or call witnesses.
(10) This section shall not apply unless the company mentioned in
subsection (2)(b) has gone into insolvent liquidation on or after
15th August 1984 and the conduct to which the Court shall have
regard shall not include conduct as a director of a company that has
gone into liquidation before that date.
(11) A person who acts as judicial manager, receiver or receiver
manager shall not be liable to have a disqualification order made
against him in respect of acts done in his capacity as judicial manager,
receiver or receiver manager, as the case may be.
[40/89]

(12) Any person who acts in contravention of a disqualification

order made under this section shall be guilty of an offence and shall
be liable on conviction to a fine not exceeding $10,000 or to
imprisonment for a term not exceeding 2 years or to both.
(13) Nothing in this section shall prevent a person who is
disqualified pursuant to an order made under subsection (1) from
applying for leave of the Court to be concerned in or take part in the
management of a company.
[40/89]

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2006 Ed. Companies CAP. 50 260
(14) On the hearing of an application made under subsection (13) or
(15), the Minister or the Official Receiver shall appear (and for this
purpose the Minister may be represented) and call attention of the
Court to any matter which appears to him to be relevant to the
application and may himself give evidence or call witnesses.
[40/89]

(15) Any right to apply for leave of the Court to be concerned or

take part in the management of a company that was subsisting
immediately before 23rd March 1990 shall, after that date, be treated
as subsisting by virtue of the corresponding provision made under
this section.
[40/89]

Disqualification of directors of companies wound up on

grounds of national security or interest
149A.—(1) Subject to subsections (2) and (3), where a company is
ordered to be wound up by the Court under section 254(1)(m) on the
ground that it is being used for purposes against national security or
interest, the Court may, on the application of the Minister, make an
order (referred to in this section as a disqualification order)
disqualifying any person who is a director of that company from
being a director or in any way, directly or indirectly, being concerned
in, or from taking part in, the management of any company or foreign
company for a period of 3 years from the date of the making of the
winding up order.
[36/2000]

(2) The Court shall not make a disqualification order against any
person under subsection (1) unless the Court is satisfied that the
person against whom the order is sought has been given not less than
14 days’ notice of the Minister’s application for the order.
[36/2000]

(3) The Court shall not make a disqualification order against any
person under subsection (1) if such person proves to the satisfaction
of the Court that —
(a) the company had been used for purposes against national
security or interest without his consent or connivance; and

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261 CAP. 50 Companies 2006 Ed.

(b) he had exercised such diligence to prevent the company

from being so used as he ought to have exercised having
regard to the nature of his function in that capacity and to
all the circumstances.
[36/2000]

(4) Any person who acts in contravention of a disqualification order

made under subsection (1) shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding $10,000 or to
imprisonment for a term not exceeding 2 years or to both.
[36/2000]

(5) In this section, “foreign company” means a foreign company to

which Division 2 of Part XI applies.
[36/2000; 8/2003]

Appointment of directors by ordinary resolution

149B. Unless the constitution otherwise provides, a company may
appoint a director by ordinary resolution passed at a general meeting.
[Act 36 of 2014 wef 03/01/2016]

Appointment of directors to be voted on individually

150.—(1) At a general meeting of a public company, a motion for
the appointment of 2 or more persons as directors by a single
resolution shall not be made unless a resolution that it shall be so
made has first been agreed to by the meeting without any vote being
given against it.
(2) A resolution passed in pursuance of a motion made in
contravention of this section shall be void, whether or not its being
so moved was objected to at the time.
(3) Where a resolution pursuant to a motion made in contravention
of this section is passed no provision for the automatic reappointment
of retiring directors in default of another appointment shall apply.
(4) For the purposes of this section, a motion for approving a
person’s appointment or for nominating a person for appointment
shall be treated as a motion for his appointment.

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2006 Ed. Companies CAP. 50 262
(5) Nothing in this section shall —
(a) apply to a resolution altering the company’s constitution;
[Act 36 of 2014 wef 03/01/2016]

(b) prevent the election of 2 or more directors by ballot or poll.

Validity of acts of directors and officers

151. The acts of a director or chief executive officer or secretary
shall be valid notwithstanding any defect that may afterwards be
discovered in his appointment or qualification.
[Act 36 of 2014 wef 03/01/2016]

Removal of directors
152.—(1) A public company may by ordinary resolution remove a
director before the expiration of his period of office, notwithstanding
anything in its constitution or in any agreement between it and him
but where any director so removed was appointed to represent the
interests of any particular class of shareholders or debenture holders
the resolution to remove him shall not take effect until his successor
has been appointed.
[Act 36 of 2014 wef 03/01/2016]

(2) Special notice shall be required of any resolution to remove a

director of a public company under subsection (1) or to appoint some
person in place of a director so removed at the meeting at which he is
removed, and on receipt of notice of an intended resolution to remove
a director under subsection (1) the company shall immediately send a
copy thereof to the director concerned, and the director, whether or
not he is a member of the company, shall be entitled to be heard on the
resolution at the meeting.
[Act 36 of 2014 wef 03/01/2016]

(3) Where notice is given pursuant to subsection (2) and the director
concerned makes with respect thereto representations in writing to
the public company, not exceeding a reasonable length, and requests
their notification to members of the company, the company shall,
unless the representations are received by it too late for it to do so —
(a) in any notice of the resolution given to members of the
company state the fact of the representations having been
made; and

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263 CAP. 50 Companies 2006 Ed.

(b) send a copy of the representations to every member of the

company to whom notice of the meeting is sent, whether
before or after receipt of the representations by the
company,
and if a copy of the representations is not so sent because they were
received too late or because of the company’s default the director
may, without prejudice to his right to be heard orally, require that the
representations shall be read out at the meeting.
[Act 36 of 2014 wef 03/01/2016]

(4) Notwithstanding subsections (1), (2) and (3), copies of the

representations need not be sent out and the representations need not
be read out at the meeting if, on the application either of the public
company or of any other person who claims to be aggrieved, the
Court is satisfied that the rights conferred by this section are being
abused to secure needless publicity for defamatory matter and the
Court may order the company’s costs on an application under this
section to be paid in whole or in part by the director, notwithstanding
that he is not a party to the application.
[Act 36 of 2014 wef 03/01/2016]

(5) A vacancy created by the removal of a director of a public

company under this section, if not filled at the meeting at which he is
removed, may be filled as a casual vacancy.
[Act 36 of 2014 wef 03/01/2016]

(6) A person appointed director of a public company in place of a

person removed under this section shall be treated, for the purpose of
determining the time at which he or any other director is to retire, as if
he had become a director on the day on which the person in whose
place he is appointed was last appointed a director.
[Act 36 of 2014 wef 03/01/2016]

(7) Nothing in subsections (1) to (6) shall be taken as depriving a

person removed as a director of a public company thereunder of
compensation or damages payable to him in respect of the
termination of his appointment as director or of any appointment
terminating with that as director or as derogating from any power to
remove a director which may exist apart from this section.
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 264
(8) A director of a public company shall not be removed by, or be
required to vacate his office by reason of, any resolution, request or
notice of the directors or any of them notwithstanding anything in the
constitution or any agreement.
[Act 36 of 2014 wef 03/01/2016]
(9) Subject to any provision to the contrary in the constitution, a
private company may by ordinary resolution remove a director before
the expiration of his period of office notwithstanding anything in any
agreement between the private company and the director.
[Act 36 of 2014 wef 03/01/2016]

153. [Repealed by Act 36 of 2014 wef 03/01/2016]

Disqualification to act as director on conviction of certain

offences
154.—(1) A person shall be subject to the disqualifications
provided in subsection (3) if —
(a) the person is convicted of any of the following offences:
(i) any offence, whether in Singapore or elsewhere,
involving fraud or dishonesty punishable with
imprisonment for 3 months or more;
(ii) any offence under Part XII of the Securities and
Futures Act (Cap. 289), where the conviction was on
or after 1 July 2015; or
[Act 15 of 2017 wef 31/03/2017]

(b) the person is subject to the imposition of a civil penalty

under section 232 of the Securities and Futures Act on or
after 1 July 2015.
[Act 36 of 2014 wef 01/07/2015]
[Act 15 of 2017 wef 31/03/2017]

(2) Where a person is convicted in Singapore of —

(a) any offence in connection with the formation or
management of a corporation; or
(b) any offence under section 157 or 339,
the court may make a disqualification order against the person in
addition to any other sentence imposed.
[Act 36 of 2014 wef 01/07/2015]

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265 CAP. 50 Companies 2006 Ed.

(3) Subject to any leave which the Court may give pursuant to an
application under subsection (6), a person who —
(a) is disqualified under subsection (1); or
(b) has had a disqualification order made against him under
subsection (2),
shall not act as a director, or take part (whether directly or indirectly)
in the management of a company, or of a foreign company to which
Division 2 of Part XI applies, during the period of the disqualification
or disqualification order.
[Act 36 of 2014 wef 01/07/2015]

(4) The disqualifications in subsection (3) shall —

(a) in a case where the disqualified person has been convicted
of any offence referred to in subsection (1) or (2) but has
not been sentenced to imprisonment, take effect upon
conviction and continue for a period of 5 years or for such
shorter period as the court may order under subsection (2);
[Act 15 of 2017 wef 31/03/2017]

(b) in a case where the disqualified person has been convicted

of any offence referred to in subsection (1) or (2) and has
been sentenced to imprisonment, take effect upon
conviction and continue for a period of 5 years after his
release from prison; or
[Act 36 of 2014 wef 01/07/2015]
[Act 15 of 2017 wef 31/03/2017]

(c) in a case where the disqualified person is subject, on or

after 1 July 2015, to the imposition of a civil penalty under
section 232 of the Securities and Futures Act, take effect
upon the imposition of the civil penalty and continue for a
period of 5 years after the imposition of the civil penalty.
[Act 15 of 2017 wef 31/03/2017]

(5) A person who contravenes subsection (3) shall be guilty of an

offence and shall be liable on conviction to a fine not exceeding
$10,000 or to imprisonment for a term not exceeding 2 years or to
both.
[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 266
(6) A person who —
(a) is disqualified under subsection (1); or
(b) has had a disqualification order made against him under
subsection (2),
may apply to the Court for leave to act as a director, or to take part
(whether directly or indirectly) in the management of a company, or
of a foreign company to which Division 2 of Part XI applies, during
the period of the disqualification or disqualification order, upon
giving the Minister not less than 14 days’ notice of his intention to
apply for such leave.
[Act 36 of 2014 wef 01/07/2015]

(7) On the hearing of any application under subsection (6), the

Minister may be represented at the hearing and may oppose the
granting of the application.
[Act 36 of 2014 wef 01/07/2015]

(8) Without prejudice to section 409, a District Court may make a

disqualification order under this section.
(9) Any right to apply for leave of the Court to be a director or
promoter or to be concerned or take part in the management of a
company that was subsisting immediately before 12th November
1993 shall on or after that date be treated as subsisting by virtue of the
corresponding provision made under this section.

Disqualification for persistent default in relation to delivery of

documents to Registrar
155.—(1) Where a person has been persistently in default in
relation to relevant requirements of this Act and that person, within a
period of 5 years after he has last been adjudged guilty of any offence
or has had made against him an order under section 13 or 399 in
relation to any such relevant requirements of this Act, without the
leave of the Court, is a director or promoter of, or is in any way
directly or indirectly concerned or takes part in the management of a
company, he shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $10,000 or to imprisonment for a
term not exceeding 2 years or to both.
[15/84]

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267 CAP. 50 Companies 2006 Ed.

(2) Any provision of this Act which requires any return, account or
other document to be filed with, delivered or sent, or notice of any
matter to be given, to the Registrar is a relevant requirement of this
Act for the purposes of this section.
(3) For the purposes of this section, the fact that a person has been
persistently in default in relation to relevant requirements of this Act
may, subject to subsection (8), be conclusively proved by showing
that, within a period of 5 years, he has been adjudged guilty of 3 or
more offences in relation to any such requirements or has had 3 or
more orders made against him under section 13 or 399 in relation to
those requirements.
[13/87]

(4) A person shall be treated as being adjudged guilty of 3 or more

offences in relation to any such relevant requirements of this Act for
the purpose of subsection (3) if he is convicted of any 3 or more
offences by virtue of any contravention of, or failure to comply with,
any such requirements (whether on his own part or on the part of any
company).
(5) For the purpose of this section, a conviction for an offence under
section 154(2)(a) shall not be treated as an offence in relation to a
relevant requirement of this Act.
(6) Where a person has had a third or subsequent order made
against him under section 13 or 399 and by virtue of the operation of
this section that person is disqualified from being a director or
promoter of or from being in any way directly or indirectly concerned
or taking part in the management of a company, nothing in this
section shall be construed as preventing that person from complying
with the order of the Court and for this purpose he shall be deemed to
have the same status, powers and duties as he had at the time the act,
matter or thing should have been done.
(7) For the purpose of this section, a certificate of the Registrar
stating that a person has been adjudged guilty of 3 or more offences or
has had made against him 3 or more orders under section 13 or 399 in
relation to the requirements of this Act shall in all courts be received
as prima facie evidence of the facts stated therein.

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2006 Ed. Companies CAP. 50 268
(8) No account shall be taken for the purposes of this section of any
offence which was committed or, in the case of a continuing offence,
began before 15th May 1984.
[S 205/84]

(9) A person intending to apply for leave of the Court under this
section shall give to the Minister not less than 14 days’ notice of his
intention so to apply.
(10) On the hearing of any application under this section, the
Minister may be represented and may oppose the granting of the
application.
(11) In this section, company includes an unregistered company
within the meaning of section 350(1).

Disqualification for being director in not less than 3 companies

which were struck off within 5-year period
155A.—(1) Subject to subsection (5), a person —
(a) who was a director of a company (Company A) at the time
that the name of Company A had been struck off the
register under section 344; and
(b) who, within a period of 5 years immediately before the date
on which the name of Company A was struck off the
register under section 344 —
(i) had been a director of not less than 2 other companies
whose names had been struck off the register under
section 344; and
(ii) was a director of those companies at the time the
names of the companies were so struck off the
register,
shall not act as director of, or in any way (whether directly or
indirectly) take part in or be concerned in the management of, any
company or any foreign company to which Division 2 of Part XI
applies for a period of 5 years commencing after the date on which the
name of Company A was struck off.
(2) Any person who contravenes subsection (1) shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding

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269 CAP. 50 Companies 2006 Ed.

$10,000 or to imprisonment for a term not exceeding 2 years or to

both.
(3) A person who is subject to a disqualification under
subsection (1) may apply to the Court for leave to act as director
of, or to take part in or be concerned in the management of, a
company or a foreign company to which Division 2 of Part XI applies
during the period of disqualification upon giving the Minister not less
than 14 days’ notice of his intention to apply for such leave.
(4) On the hearing of any application under this section, the
Minister may be represented at the hearing and may oppose the
granting of the application.
(5) This section shall only apply where Company A and the
companies referred to in subsection (1)(b)(i) were struck off on or
after the date of commencement of section 76 of the Companies
(Amendment) Act 2014.
[Act 36 of 2014 wef 03/01/2016]

Debarment for default of relevant requirement of this Act

155B.—(1) Where the Registrar is satisfied that a company is in
default in relation to a relevant requirement of this Act, the Registrar
may make a debarment order against any person who, at the time the
order is made, is a director or secretary of the company.
(2) Subject to subsection (3), a person who has a debarment order
made against him shall not —
(a) except in respect of a company of which the person is a
director immediately before the order was made, act as
director of any company; or
(b) except in respect of a company of which the person is a
secretary immediately before the order was made, act as
secretary of any company.
(3) The debarment order applies from the date that the order is made
and continues in force until the Registrar cancels or suspends the
order.
(4) The Registrar may, upon the application of a person who has a
debarment order made against him or on his own accord, cancel or

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2006 Ed. Companies CAP. 50 270
suspend such debarment order where the default in relation to the
relevant requirements of this Act as at the time the debarment order is
made has been rectified or on such other ground as may be prescribed,
subject to such conditions as the Registrar may impose.
(5) Where the Registrar imposes conditions on the suspension of a
debarment order under subsection (4), the suspension of the
debarment order shall operate so long as that person fulfils and
continues to fulfil all such conditions imposed by the Registrar.
(6) The Registrar shall not make a debarment order under
subsection (1) —
(a) unless the default in relation to a relevant requirement of
this Act has persisted for a continuous period of 3 months
or more and the person was a director or secretary of the
company during that period; and
(b) unless the Registrar has, not less than 14 days before the
order is made, sent the director or secretary concerned a
notice of the Registrar’s intention to make a debarment
order under subsection (1) specifying the default in relation
to the relevant requirement of this Act for which the
debarment order is proposed to be made and giving the
director or secretary an opportunity to show cause why the
debarment order should not be made.
(7) The Registrar must, in determining whether to make a
debarment order, consider any representation from the director or
secretary made pursuant to the notice under subsection (6)(b).
(8) Any person who is aggrieved by a debarment order made under
subsection (1), or the Registrar’s refusal to cancel or suspend a
debarment order under subsection (4), may appeal to the Minister.
(9) An appeal under subsection (8) shall not suspend the effect of
the debarment order.
(10) Any person who contravenes subsection (2) shall be guilty of
an offence and shall be liable on conviction to a fine not exceeding
$10,000 or to imprisonment for a term not exceeding 2 years or to
both.

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271 CAP. 50 Companies 2006 Ed.

(11) The Registrar may from time to time prepare and publish, in
such form and manner as the Registrar may decide, the names and
particulars of the persons against whom a debarment order has been
made and which continues in force.
(12) In this section —
“debarment order” means a debarment order made under
subsection (1);
“relevant requirement of this Act” has the same meaning as in
section 155(2);
“secretary” means a secretary of the company appointed under
section 171.
[Act 36 of 2014 wef 03/01/2016]

Disqualification under Limited Liability Partnerships Act

155C.—(1) Subject to any leave which the Court may give
pursuant to an application under subsection (3), a person who is
subject to a disqualification or disqualification order under
section 34, 35 or 36 of the Limited Liability Partnerships Act
(Cap. 163A) shall not act as director of, or in any way (whether
directly or indirectly) take part in or be concerned in the management
of, any company or any foreign company to which Division 2 of
Part XI applies during the period of disqualification or
disqualification order.
(2) Any person who contravenes subsection (1) shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding
$10,000 or to imprisonment for a term not exceeding 2 years or to
both.
(3) A person who is subject to a disqualification or disqualification
order under section 34 or 36 of the Limited Liability Partnerships Act
may apply to the Court for leave to act as director of, or to take part in
or be concerned in the management of, a company or a foreign
company to which Division 2 of Part XI applies during the period of
disqualification or disqualification order, upon giving the Minister
not less than 14 days’ notice of his intention to apply for such leave.

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2006 Ed. Companies CAP. 50 272
(4) On the hearing of any application under subsection (3), the
Minister may be represented at the hearing and may oppose the
granting of the application.
[Act 36 of 2014 wef 03/01/2016]

Disclosure of interests in transactions, property, offices, etc.

156.—(1) Subject to this section, every director or chief executive
officer of a company who is in any way, whether directly or indirectly,
interested in a transaction or proposed transaction with the company
shall as soon as is practicable after the relevant facts have come to his
knowledge —
(a) declare the nature of his interest at a meeting of the
directors of the company; or
(b) send a written notice to the company containing details on
the nature, character and extent of his interest in the
transaction or proposed transaction with the company.
(2) A notice under subsection (1)(b) shall be given as soon as is
practicable after —
(a) the date on which the director or chief executive officer
became a director or chief executive officer (as the case
may be); or
(b) (if already a director or chief executive officer, as the case
may be) the date on which the director or chief executive
officer became, directly or indirectly, interested in a
transaction or proposed transaction with the company,
as the case requires.
(3) The requirements of subsection (1) shall not apply in any case
where the interest of the director or chief executive officer (as the
case may be) consists only of being a member or creditor of a
corporation which is interested in a transaction or proposed
transaction with the first-mentioned company if the interest of the
director or chief executive officer (as the case may be) may properly
be regarded as not being a material interest.

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273 CAP. 50 Companies 2006 Ed.

(4) A director or chief executive officer of a company shall not be

deemed to be interested or to have been at any time interested in any
transaction or proposed transaction by reason only —
(a) in the case where the transaction or proposed transaction
relates to any loan to the company — that he has
guaranteed or joined in guaranteeing the repayment of
the loan or any part of the loan; or
(b) in the case where the transaction or proposed transaction
has been or will be made with or for the benefit of or on
behalf of a corporation which by virtue of section 6 is
deemed to be related to the company — that he is a director
or chief executive officer (as the case may be) of that
corporation,
and this subsection shall have effect not only for the purposes of this
Act but also for the purposes of any other law, but shall not affect the
operation of any provision in the constitution of the company.
(5) A declaration given by a director or chief executive officer
under subsection (1)(a), or a written notice given by a director or
chief executive officer under subsection (1)(b), shall be treated as a
sufficient declaration or written notice under those provisions in
relation to a transaction or proposed transaction if —
(a) in the case of a declaration, the declaration is given at a
meeting of the directors or the director or chief executive
officer (as the case may be) takes reasonable steps to
ensure that it is brought up and read at the next meeting of
the directors after it is given;
(b) the declaration or written notice is to the effect that —
(i) he is an officer or a member of a specified
corporation, a member of a specified firm, or a
partner or officer of a specified limited liability
partnership; and
(ii) he is to be regarded as interested in any transaction
which may, after the date of the declaration or written
notice, be made with the specified corporation, firm
or limited liability partnership;

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2006 Ed. Companies CAP. 50 274
(c) the declaration or written notice specifies the nature and
extent of his interest in the specified corporation, firm or
limited liability partnership; and
(d) at the time any transaction is made with the specified
corporation, firm or limited liability partnership, his
interest is not different in nature or greater in extent than
the nature and extent specified in the declaration or written
notice.
(6) Every director and chief executive officer of a company who
holds any office or possess any property whereby, whether directly or
indirectly, any duty or interest might be created in conflict with their
duties or interests as director or chief executive officer (as the case
may be) shall —
(a) declare at a meeting of the directors of the company the
fact and the nature, character and extent of the conflict; or
(b) send a written notice to the company setting out the fact
and the nature, character and extent of the conflict.
(7) A declaration under subsection (6)(a) shall be made at the first
meeting of the directors of the company held —
(a) after he becomes a director or chief executive officer (as
the case may be); or
(b) (if already a director or chief executive officer, as the case
may be) after he commenced to hold the office or to
possess the property,
as the case requires.
(8) A written notice under subsection (6)(b) shall be given as soon
as is practicable after —
(a) the date on which the director or chief executive officer
became a director or chief executive officer (as the case
may be); or
(b) (if already a director or chief executive officer, as the case
may be) after he commenced to hold the office or to
possess the property,

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275 CAP. 50 Companies 2006 Ed.

as the case requires.

(9) The company shall, as soon as practicable after the receipt of the
written notice referred to in subsection (1)(b) or (6)(b), send a copy of
the notice to —
(a) in the case where the notice is given by a chief executive
officer, all the directors; or
(b) in the case where the notice is given by a director, all the
other directors.
(10) Where a chief executive officer or a director of the company
declares an interest or conflict by a written notice referred to in
subsection (1)(b) or (6)(b), respectively, in accordance with this
section —
(a) the making of the declaration is deemed to form part of the
proceedings at the next meeting of the directors after the
notice is given; and
(b) the provisions of section 188 (minutes of proceedings)
shall apply as if the declaration had been made at that
meeting.
(11) The secretary of the company shall record every declaration
under this section in the minutes of the meeting at which it was made
and keep records of every written resolution duly signed and returned
to the company under this section.
(12) The directors of a company shall permit a chief executive
officer of the company who is not a director to attend a meeting of the
board of directors where such attendance is necessary for the chief
executive officer to make a declaration for the purpose of complying
with this section.
(13) For the purposes of this section —
(a) an interest of a member of a director’s family shall be
treated as an interest of the director and the words
“member of a director’s family” shall include his spouse,
son, adopted son, step-son, daughter, adopted daughter and
step-daughter; and

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2006 Ed. Companies CAP. 50 276
(b) an interest of a member of a chief executive officer’s
family shall be treated as an interest of the chief executive
officer and the words “member of the chief executive
officer’s family” shall include his spouse, son, adopted
son, step-son, daughter, adopted daughter and step-
daughter.
(14) Subject to subsection (4), this section shall be in addition to
and not in derogation of the operation of any rule of law or any
provision in the constitution restricting a director or chief executive
officer from having any interest in transactions with the company or
from holding offices or possessing properties involving duties or
interests in conflict with his duties or interests as a director or chief
executive officer (as the case may be).
(15) Any director or chief executive officer of a company who fails
to comply with any of the provisions of this section 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.
[Act 36 of 2014 wef 03/01/2016]

As to the duty and liability of officers

157.—(1) A director shall at all times act honestly and use
reasonable diligence in the discharge of the duties of his office.
(2) An officer or agent of a company shall not make improper use of
his position as an officer or agent of the company or any information
acquired by virtue of his position as an officer or agent of the
company to gain, directly or indirectly, an advantage for himself or
for any other person or to cause detriment to the company.
[62/70]
[Act 36 of 2014 wef 01/07/2015]

(3) An officer or agent who commits a breach of any of the

provisions of this section shall be —
(a) liable to the company for any profit made by him or for any
damage suffered by the company as a result of the breach
of any of those provisions; and

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277 CAP. 50 Companies 2006 Ed.

(b) 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.
[15/84]

(4) This section is in addition to and not in derogation of any other

written law or rule of law relating to the duty or liability of directors
or officers of a company.
(5) In this section —
“officer” includes a person who at any time has been an officer
of the company;
“agent” includes a banker, solicitor or auditor of the company
and any person who at any time has been a banker, solicitor or
auditor of the company.

Powers of directors
157A.—(1) The business of a company shall be managed by, or
under the direction or supervision of, the directors.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]

(2) The directors may exercise all the powers of a company except
any power that this Act or the constitution of the company requires
the company to exercise in general meeting.
[8/2003]
[Act 36 of 2014 wef 03/01/2016]

Director declarations where company has one director

157B. Where a company only has one director, that director may
make a declaration required or authorised to be made under this Act
by recording the declaration and signing the record; and such
recording and signing of the declaration satisfies any requirement in
this Act that the declaration be made at a meeting of the directors.
[5/2004]

Use of information and advice

157C.—(1) Subject to subsection (2), a director of a company may,
when exercising powers or performing duties as a director, rely on
reports, statements, financial data and other information prepared or

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2006 Ed. Companies CAP. 50 278
supplied, and on professional or expert advice given, by any of the
following persons:
(a) an employee of the company whom the director believes
on reasonable grounds to be reliable and competent in
relation to the matters concerned;
(b) a professional adviser or an expert in relation to matters
which the director believes on reasonable grounds to be
within the person’s professional or expert competence;
(c) any other director or any committee of directors upon
which the director did not serve in relation to matters
within that other director’s or committee’s designated
authority.
[5/2004]

(2) Subsection (1) shall apply to a director only if the director —

(a) acts in good faith;
(b) makes proper inquiry where the need for inquiry is
indicated by the circumstances; and
(c) has no knowledge that such reliance is unwarranted.
[5/2004]

Disclosure of company information by certain directors

158.—(1) A director of a company may disclose information which
he has in his capacity as a director or an employee of a company,
being information that would not otherwise be available to him, to the
persons specified in subsection (2) if such disclosure is not likely to
prejudice the company and is made with the authorisation of the
board of directors.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]

(2) The information referred to in subsection (1) may be disclosed

to —
(a) a person whose interests the director represents; or
(b) a person in accordance with whose directions or
instructions the director may be required or is

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279 CAP. 50 Companies 2006 Ed.

accustomed to act in relation to the director’s powers and

duties.
[8/2003]

(3) The authorisation referred to in subsection (1) may be conferred

in respect of disclosure of —
(a) all or any class of information; or
(b) only such information as may be specified in the
authorisation.
[Act 36 of 2014 wef 01/07/2015]

(4) [Deleted by Act 36 of 2014 wef 01/07/2015]

Power of directors to have regard to interest of its employees,

members and rulings of Securities Industry Council
159. The matters to which the directors of a company are entitled to
have regard in exercising their powers shall include —
(a) the interests of the company’s employees generally, as well
as the interests of its members; and
(b) the rulings of the Securities Industry Council on the
interpretation of the principles and rules of and the practice
to be followed under the Singapore Code on Take-overs
and Mergers.
[10/74]

Approval of company required for disposal by directors of

company’s undertaking or property
160.—(1) Notwithstanding anything in a company’s constitution,
the directors shall not carry into effect any proposals for disposing of
the whole or substantially the whole of the company’s undertaking or
property unless those proposals have been approved by the company
in general meeting.
[10/74]
[Act 36 of 2014 wef 03/01/2016]

(2) The Court may, on the application of any member of the

company, restrain the directors from entering into a transaction in
contravention of subsection (1).

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2006 Ed. Companies CAP. 50 280
(3) A transaction entered into in contravention of subsection (1)
shall, in favour of any person dealing with the company for valuable
consideration and without actual notice of the contravention, be as
valid as if that subsection had been complied with.
(4) This section shall not apply to proposals for disposing of the
whole or substantially the whole of the company’s undertaking or
property made by a receiver and manager of any part of the
undertaking or property of the company appointed under a power
contained in any instrument or a liquidator of a company appointed in
a voluntary winding up.

Substantial property transactions

160A. [Repealed by Act 38 of 1998]

Exceptions from section 160A

160B. [Repealed by Act 38 of 1998]

Liability arising from contravention of section 160A

160C. [Repealed by Act 38 of 1998]

Interpretation
160D. [Repealed by Act 38 of 1998]

Approval of company required for issue of shares by directors

161.—(1) Notwithstanding anything in a company’s constitution,
the directors shall not, without the prior approval of the company in
general meeting, exercise any power of the company to issue shares.
[10/74; 15/84]
[Act 36 of 2014 wef 03/01/2016]

(2) Approval for the purposes of this section may be confined to a

particular exercise of that power or may apply to the exercise of that
power generally; and any such approval may be unconditional or
subject to conditions.
(3) Any approval for the purposes of this section shall continue in
force until —

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(a) the conclusion of the annual general meeting commencing

next after the date on which the approval was given; or
(b) the expiration of the period within which the next annual
general meeting after that date is required by law to be
held,
whichever is the earlier; but any approval may be previously revoked
or varied by the company in general meeting.
(4) The directors may issue shares notwithstanding that an approval
for the purposes of this section has ceased to be in force if the shares
are issued in pursuance of an offer, agreement or option made or
granted by them while the approval was in force and they were
authorised by the approval to make or grant an offer, agreement or
option which would or might require shares to be issued after the
expiration of the approval.
(5) Section 186 shall apply to any resolution whereby an approval is
given for the purposes of this section.
(6) Any issue of shares made by a company in contravention of this
section shall be void and consideration given for the shares shall be
recoverable accordingly.
(7) Any director who knowingly contravenes, or permits or
authorises the contravention of, this section with respect to any
issue of shares shall be liable to compensate the company and the
person to whom the shares were issued for any loss, damages or costs
which the company or that person may have sustained or incurred
thereby; but no proceedings to recover any such loss, damages or
costs shall be commenced after the expiration of 2 years from the date
of the issue.

Loans and quasi-loans to directors, credit transactions and

related arrangements
162.—(1) For the purposes of this section, a company makes a
restricted transaction if it —
(a) makes a loan or quasi-loan to a director —
(i) of the company; or

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2006 Ed. Companies CAP. 50 282
(ii) of a company which by virtue of section 6 is deemed
to be related to that company,
(referred to in this section as a relevant director);
(b) enters into any guarantee or provides any security in
connection with a loan or quasi-loan made to a relevant
director by any other person;
(c) enters into a credit transaction as creditor for the benefit of
a relevant director;
(d) enters into any guarantee or provides any security in
connection with a credit transaction entered into by any
person for the benefit of a relevant director;
(e) takes part in an arrangement under which —
(i) another person enters into a transaction that, if it had
been entered into by the company, would have been a
restricted transaction under paragraph (a), (b), (c),
(d) or (f); and
(ii) that person, in pursuance of the arrangement, obtains
a benefit from the company or a company which by
virtue of section 6 is deemed to be related to that
company; or
(f) arranges the assignment to the company, or assumption by
the company, of any rights, obligations or liabilities under a
transaction that, if it had been entered into by the company,
would have been a restricted transaction under
paragraphs (a) to (e).
(2) Subject to subsections (3) and (4) and sections 163A and 163B,
a company (other than an exempt private company) shall not make a
restricted transaction.
(3) Subject to subsection (4), nothing in this section shall apply to
any transaction which would otherwise be a restricted transaction that
is —
(a) made to or for the benefit of a relevant director to meet
expenditure incurred or to be incurred by him for the
purposes of the company or for the purpose of enabling

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him to properly perform his duties as an officer of the

company;
(b) made to or for the benefit of a relevant director who is
engaged in the full-time employment of the company or of
a corporation that is deemed to be related to the company,
as the case may be, for the purpose of purchasing or
otherwise acquiring a home occupied or to be occupied by
the director, except that not more than one such restricted
transaction may be outstanding at any time;
(c) made to or for the benefit of a relevant director who is
engaged in the full-time employment of the company or of
a corporation that is deemed to be related to that company,
as the case may be, where the company has at a general
meeting approved of a scheme for the making of such
transaction to or for the benefit of employees of the
company and the restricted transaction is in accordance
with that scheme; or
(d) made to or for the benefit of a relevant director in the
ordinary course of business of a company whose ordinary
business includes the lending of money or the giving of
guarantees in connection with loans, quasi-loans or credit
transactions made or entered into by other persons if 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.
(4) Subsection (3)(a) or (b) shall not authorise the making of any
restricted transaction, except —
(a) with the prior approval of the company given at a general
meeting at which the purposes of the expenditure and the
amount or extent of the restricted transaction are disclosed;
or
(b) on condition that, if the prior approval of the company is
not given as aforesaid at or before the next following
annual general meeting, the amount of or liability under the
restricted transaction shall be repaid or discharged, as the

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2006 Ed. Companies CAP. 50 284
case may be, within 6 months from the conclusion of that
meeting.
(5) Where the prior approval of the company is not given as
required by the condition referred to in subsection (4)(b), the directors
authorising the making of the restricted transaction shall be jointly
and severally liable to indemnify the company against any loss
arising therefrom.
(6) Where a company contravenes this section, any director who
authorises the making of the restricted transaction 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 2 years.
(7) Nothing in this section shall operate to prevent the company
from recovering the amount of any loan, quasi-loan, credit
transaction or arrangement or amount for which it becomes liable
under any guarantee entered into or in respect of any security given
contrary to this section.
(8) For the purpose of subsection (1), a reference to a director or
relevant director therein includes a reference to the director’s spouse,
son, adopted son, step-son, daughter, adopted daughter and step-
daughter.
(9) In determining for the purposes of this section whether a
transaction is a restricted transaction under subsection (1)(e), the
transaction shall be treated as having been entered into on the date of
the arrangement.
(10) For the purposes of this section, a reference to prior approval
does not include any approval of the company that is given after the
restricted transaction has been made, provided for or entered into (as
the case may be).
(11) In this section and section 163 —
“conditional sale agreement” has the same meaning as in
section 2 of the Hire-Purchase Act (Cap. 125);
“credit transaction” means a transaction under which one party
(referred to in this section and section 163 as the creditor) —

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285 CAP. 50 Companies 2006 Ed.

(a) supplies any goods or disposes of any immovable

property under a hire-purchase agreement or a
conditional sale agreement;
(b) leases or hires any immovable property or goods in
return for periodic payments; or
(c) otherwise disposes of immovable property or
supplies goods or services on the understanding
that payment (whether in a lump sum or instalments
or by way of periodic payments or otherwise) is to be
deferred;
“quasi-loan” means a transaction under which one party
(referred to in this section and section 163 as the creditor)
agrees to pay, or pays otherwise than in pursuance of an
agreement, a sum for another (referred to in this section as the
borrower) or agrees to reimburse, or reimburses otherwise
than in pursuance of an agreement, expenditure incurred by
another party for another (referred to in this section and
section 163 as the borrower) —
(a) on terms that the borrower (or a person on his behalf)
will reimburse the creditor; or
(b) in circumstances giving rise to a liability on the
borrower to reimburse the creditor;
“services” means any thing other than goods or immovable
property.
(12) For the purposes of subsection (11) —
(a) a reference to the person to whom a quasi-loan is made is a
reference to the borrower;
(b) the liabilities of the borrower under a quasi-loan include
the liabilities of any person who has agreed to reimburse
the creditor on behalf of the borrower;
(c) a reference to the person for whose benefit a credit
transaction is entered into is a reference to the person to
whom goods, immovable property or services are supplied,

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2006 Ed. Companies CAP. 50 286
sold, leased, hired or otherwise disposed of under the
transaction; and
(d) a reference to the supply of services means the supply of
anything other than goods or immovable property and
includes the transfer or disposal of choses in action or of
intellectual property rights.
[Act 36 of 2014 wef 03/01/2016]

Approval of company required for loans and quasi-loans to,

and credit transactions for benefit of, persons connected with
directors of lending company, etc.
163.—(1) Subject to this section and sections 163A and 163B, it
shall not be lawful for a company (other than an exempt private
company) —
(a) to make a loan or quasi-loan to another company or a
limited liability partnership;
(b) to enter into any guarantee or provide any security in
connection with a loan or quasi-loan made to another
company or a limited liability partnership by a person other
than the first-mentioned company;
(c) to enter into a credit transaction as creditor for the benefit
of another company or a limited liability partnership; or
(d) to enter into any guarantee or provide any security in
connection with a credit transaction entered into by any
person for the benefit of another company or a limited
liability partnership,
if a director or directors of the first-mentioned company is or together
are interested in 20% or more of the total voting power in the other
company or the limited liability partnership, as the case may be,
unless there is prior approval by the company in general meeting for
the making of, provision for or entering into the loan, quasi-loan,
credit transaction, guarantee or security (as the case may be) at which
the interested director or directors and his or their family members
abstained from voting.
[Act 36 of 2014 wef 03/01/2016]

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287 CAP. 50 Companies 2006 Ed.

(2) Subsection (1) shall extend to apply to —

(a) a loan or quasi-loan made by a company (other than an
exempt private company) to another company or a limited
liability partnership;
(b) a credit transaction made by a company (other than an
exempt private company) for the benefit of another
company or to a limited liability partnership; and
(c) a guarantee entered into or security provided by a company
(other than an exempt private company) in connection with
a loan or quasi-loan made to another company or a limited
liability partnership by a person other than the first-
mentioned company or with a credit transaction made for
the benefit of another company or a limited liability
partnership entered into by a person other than the first-
mentioned company,
where such other company or such limited liability partnership is
incorporated or formed, as the case may be, outside Singapore, if a
director or directors of the first-mentioned company have an interest
in the other company or the limited liability partnership, as the case
may be.
[Act 36 of 2014 wef 03/01/2016]

(3) For the purposes of subsection (2), a director or directors of a

company —
(a) have an interest in the other company if —
(i) in the case of a company with a share capital, the
director or directors is or together are interested in
20% or more of the total voting power in the other
company; or
(ii) in the case of a company without a share capital, the
director or directors exercises or together exercise
control over the other company (whether by reason
of having the power to appoint directors or
otherwise); or
(b) have an interest in a limited liability partnership if the
director or directors is or together are interested in 20% or

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2006 Ed. Companies CAP. 50 288
more of the total voting power in the limited liability
partnership.
[Act 36 of 2014 wef 03/01/2016]

(3A) Subject to this section and sections 163A and 163B, a

company (other than an exempt private company) shall not —
(a) take part in an arrangement under which —
(i) another person enters into a transaction that, if it had
been entered into by the company, would have
required approval under this section; and
(ii) that person, in pursuance of the arrangement, obtains
a benefit from the company or a related company; or
(b) arrange the assignment to it, or assumption by it, of any
rights, obligations or liabilities under a transaction that, if it
had been entered into by the company, would have
required such approval,
unless there is prior approval by the company in general meeting for
taking part in such an arrangement or for arranging the assignment or
assumption of rights, obligations or liabilities under such a
transaction at which the interested director or directors or his or
their family members abstained from voting.
[Act 36 of 2014 wef 03/01/2016]

(3B) In determining for the purposes of subsection (3A) whether a

transaction is one that would have required approval under this
section if it had been entered into by the company, the transaction
shall be treated as having been entered into on the date of the
arrangement.
[Act 36 of 2014 wef 03/01/2016]

(3C) The requirement in subsections (1) and (3A) that the interested
director or directors or his or their family members abstain from
voting at the general meeting of the company shall not apply where
all the shareholders of the company have each voted to approve the
arrangement.
[Act 36 of 2014 wef 03/01/2016]

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289 CAP. 50 Companies 2006 Ed.

(3D) For the purposes of this section —

(a) where a company makes a loan or quasi-loan to another
company, enters into a credit transaction for the benefit of
another company, gives a guarantee or provides security in
connection with a loan, quasi-loan or credit transaction
made to or entered into for the benefit of another company,
or enters into an arrangement referred to in
subsection (3A), a director or directors of the first-
mentioned company shall not be taken to have an
interest in shares in that other company by reason only
that the first-mentioned company has an interest in shares
in that other company and a director or directors have an
interest in shares in the first-mentioned company;
(b) “interest in shares” has the meaning assigned to that
expression in section 7;
(c) a person who has an interest in a share of a company under
section 7 is to be treated as having an interest in the voting
power conferred on the holder by that share;
(d) a reference to prior approval of the company in
subsection (1) shall not include any approval of the
company that is given after the loan, quasi-loan, credit
transaction, guarantee or security referred to in that
subsection has been made, provided for or entered into
(as the case may be); and
(e) a reference to prior approval of the company in
subsection (3A) shall not include any approval of the
company that is given after the arrangement referred to in
that subsection has been entered into.
[Act 36 of 2014 wef 03/01/2016]

(4) This section shall not apply —

(a) to anything done by a company where the other company
(whether that company is incorporated in Singapore or
otherwise) is its subsidiary or holding company or a
subsidiary of its holding company; or

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2006 Ed. Companies CAP. 50 290
(b) to a company, whose ordinary business includes the
lending of money or the giving of guarantees in
connection with loans made by other persons, to
anything done by the company in the ordinary course of
that business if 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.
[15/84; 13/87]

(5) For the purposes of this section —

(a) an interest of a member of a director’s family shall be
treated as the interest of the director; and
(b) a reference to a member of a director’s family shall include
the director’s spouse, son, adopted son, step-son, daughter,
adopted daughter and step-daughter.
[Act 36 of 2014 wef 03/01/2016]

(6) Nothing in this section shall operate to prevent the recovery of

the amount of any loan, quasi-loan, credit transaction or arrangement
or the enforcement of any guarantee or security whether made or
given by the company or any other person.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

(7) Where a company contravenes this section, any director who

authorises the making of any loan or quasi-loan, the entering into of
any credit transaction, the entering into of any guarantee, the
providing of any security or the entering into of any arrangement
contrary to this section 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 2 years.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

Exception for expenditure on defending proceedings, etc.

163A.—(1) Sections 162 and 163 shall not apply to anything done
by a company —

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291 CAP. 50 Companies 2006 Ed.

(a) to provide a director of the company with funds by way of

any loan to meet expenditure incurred or to be incurred by
him —
(i) in defending any criminal or civil proceedings in
connection with any alleged negligence, default,
breach of duty or breach of trust by him in relation to
the company; or
(ii) in connection with an application for relief; or
(b) to enable any such director to avoid incurring such
expenditure,
if it is done on the terms provided in subsection (2).
(2) The terms referred to in subsection (1) are —
(a) that the loan is to be repaid, or (as the case may be) any
liability of the company incurred under any transaction
connected with the thing done is to be discharged, in the
event of —
(i) the director being convicted in the proceedings;
(ii) judgment being given against him in the
proceedings; or
(iii) the court refusing to grant him relief on the
application; and
(b) that it is to be repaid or discharged not later than 14 days
after —
(i) the date when the conviction becomes final;
(ii) the date when the judgment becomes final; or
(iii) the date when the refusal of relief becomes final.
(3) For the purposes of this section —
(a) a conviction, judgment or refusal of relief becomes final —
(i) if it is not appealed against, at the end of the period
for bringing an appeal; or

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2006 Ed. Companies CAP. 50 292
(ii) if it is appealed against, when the appeal (or any
further appeal) is disposed of;
(b) an appeal or further appeal is disposed of —
(i) if it is determined and there is no right of further
appeal, or if there is a right of further appeal, the
period for bringing any further appeal has ended; or
(ii) if it is abandoned or otherwise ceases to have effect;
and
(c) a reference to the repayment of a loan includes the payment
of any interest which is chargeable under the terms on
which the loan was given.
(4) The reference in this section to an application for relief is to an
application for relief under section 76A(13) or 391.
[Act 36 of 2014 wef 03/01/2016]

Exception for expenditure in connection with regulatory action

or investigation
163B. Sections 162, 163 and 172 shall not apply to anything done
by a company —
(a) to provide a director of the company with funds by way of
any loan to meet expenditure incurred or to be incurred by
him in defending himself —
(i) in an investigation by a regulatory authority; or
(ii) against any action proposed to be taken by a
regulatory authority,
in connection with any alleged negligence, default, breach
of duty or breach of trust by him in relation to the
company; or
(b) to enable any such director to avoid incurring such
expenditure.
[Act 36 of 2014 wef 03/01/2016]

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293 CAP. 50 Companies 2006 Ed.

Register of director’s and chief executive officer’s

shareholdings
164.—(1) A company shall keep a register showing with respect to
each director of the company particulars of —
(a) shares in that company or in a related corporation, being
shares of which the director is a registered holder or in
which he has an interest and the nature and extent of that
interest;
(b) debentures of or participatory interests made available by
the company or a related corporation which are held by the
director or in which he has an interest and the nature and
extent of that interest;
(c) rights or options of the director or of the director and
another person or other persons in respect of the
acquisition or disposal of shares in the company or a
related corporation; and
(d) contracts to which the director is a party or under which he
is entitled to a benefit, being contracts under which a
person has a right to call for or to make delivery of shares
in the company or in a related corporation.
[49/73]

(1A) A company shall keep a register showing with respect to each

chief executive officer of the company particulars of —
(a) shares in that company, being shares of which the chief
executive officer is their registered holder or in which he
has an interest and the nature and extent of that interest;
(b) debentures of the company which are held by the chief
executive officer or in which he has an interest and the
nature and extent of that interest;
(c) rights or options of the chief executive officer or of the
chief executive officer and another person or other persons
in respect of the acquisition or disposal of shares in the
company; and

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2006 Ed. Companies CAP. 50 294
(d) contracts to which the chief executive officer is a party or
under which he is entitled to a benefit, being contracts
under which a person has a right to call for or to make
delivery of shares in the company.
[Act 36 of 2014 wef 03/01/2016]

(2) A company need not show, in its register with respect to a

director, particulars of shares in a related corporation that is a wholly-
owned subsidiary of the company or of another corporation.
[49/73]

(3) A company that is a wholly-owned subsidiary of another

company shall be deemed to have complied with this section in
relation to a director or chief executive officer of that other company
(whether or not he is also a director of that company) if the particulars
required by this section to be shown in the registers of the first-
mentioned company with respect to the director or chief executive
officer (as the case may be) are shown in the registers of the second-
mentioned company.
[Act 36 of 2014 wef 03/01/2016]

(4) For the purposes of subsections (2) and (3), a company is a

wholly-owned subsidiary of another company if none of the members
of the first-mentioned company is a person other than —
(a) the second-mentioned company;
(b) a nominee of the second-mentioned company;
(c) a subsidiary of the second-mentioned company being a
subsidiary none of the members of which is a person other
than the second-mentioned company or a nominee of the
second-mentioned company; or
(d) a nominee of such a subsidiary.
[49/73]

(5) A company shall, within 3 days after receiving notice from a

director or chief executive officer under section 165(1)(a) of this Act
or section 133(1)(a), (b), (c), (d) or (e) of the Securities and Futures
Act, enter in its register in relation to the director or chief executive
officer (as the case may be) the particulars referred to in
subsection (1) or (1A), as the case may be, including the number
and description of shares, debentures, participatory interests (if

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295 CAP. 50 Companies 2006 Ed.

applicable), rights, options and contracts to which the notice relates

and in respect of shares, debentures, participatory interests (if
applicable), rights or options acquired or contracts entered into
after he became a director or chief executive officer (as the case may
be) —
(a) the price or other consideration for the transaction, if any,
by reason of which an entry is required to be made under
this section; and
(b) the date of —
(i) the agreement for the transaction or, if it is later, the
completion of the transaction; or
(ii) where there was no transaction, the occurrence of the
event by reason of which an entry is required to be
made under this section.
[Act 36 of 2014 wef 03/01/2016]

(6) A company shall, within 3 days after receiving a notice from a

director or chief executive officer (as the case may be) under
section 165(1)(b) of this Act or section 133(1)(g) (in respect of a
change in the particulars of any matter referred to in section 133(1)(a)
to (e)) of the Securities and Futures Act, enter in its register the
particulars of the change referred to in the notice.
[49/73]
[2/2009 wef 19/11/2012]
[Act 36 of 2014 wef 03/01/2016]

(7) A company is not, by reason of anything done under this

section, to be taken for any purpose to have notice of or to be put upon
inquiry as to the right of a person or in relation to a share in debenture
of or participatory interest made available by the company.
[49/73]

(8) A company shall, subject to this section, keep its register at the
registered office of the company and the register shall 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 $3 or such
lesser sum as the company requires.
[49/73]

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2006 Ed. Companies CAP. 50 296
(9) A person may request a company to furnish him with a copy of
its register or any part thereof 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 shall send the copy to
that person within 21 days or such longer period as the Registrar
thinks fit after the day on which the request is received by the
company.
[49/73]

(10) The Registrar may by notice in writing require a company to

send to him within such time as may be specified in the notice a copy
of its register or any part thereof.
[49/73]

(11) A company shall produce its register at the commencement of

each annual general meeting of the company and keep it open and
accessible during the meeting to all persons attending the meeting.
[49/73]

(12) It is a defence to a prosecution for failing to comply with

subsection (1), (1A) or (5) in respect of particulars relating to a
director or chief executive officer if the defendant proves that the
failure was due to the failure of the director or chief executive officer
to comply with section 165 of this Act, or (as the case may be)
section 133 of the Securities and Futures Act with respect to those
particulars.
[Act 36 of 2014 wef 03/01/2016]

(13) In this section —

(a) a reference to a participatory interest is a reference to a unit
in a collective investment scheme within the meaning of
section 2 of the Securities and Futures Act (Cap. 289); and
(b) a reference to a person who holds or acquires shares,
debentures or participatory interests or an interest in
shares, debentures or participatory interests includes a
reference to a person who under an option holds or
acquires a right to acquire or dispose of a share, debenture
or participatory interest or an interest in a share, debenture
or participatory interest.
[49/73; 42/2001]

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297 CAP. 50 Companies 2006 Ed.

(14) In determining for the purposes of this section whether a

person has an interest in a debenture or participatory interest, the
provisions of section 7, except subsections (1) and (3) thereof, have
effect and in applying those provisions a reference to a share shall be
read as a reference to a debenture or participatory interest.
[49/73]

(15) For the purposes of the application of this section —

(a) a director or chief executive officer of a company shall be
deemed to hold or have an interest or a right in or over any
shares or debentures if —
(i) a wife or husband of the director or chief executive
officer (as the case may be) (not being herself or
himself a director or chief executive officer thereof)
holds or has an interest or a right in or over any
shares or debentures; or
(ii) a child of less than 18 years of age of that director or
chief executive officer (as the case may be) (not
being himself or herself a director or chief executive
officer) holds or has an interest in shares or
debentures; and
(b) any contract, assignment or right of subscription shall be
deemed to have been entered into or exercised or made by,
or a grant shall be deemed as having been made to, the
director or chief executive officer (as the case may be) if —
(i) the contract, assignment or right of subscription is
entered into, exercised or made by, or a grant is made
to, the wife or husband of a director or chief
executive officer of a company (not being herself
or himself a director or chief executive officer
thereof); or
(ii) the contract, assignment or right of subscription is
entered into, exercised or made by, or a grant is made
to, a child of less than 18 years of age of a director or
chief executive officer of a company (not being

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2006 Ed. Companies CAP. 50 298
himself or herself a director or chief executive officer
thereof).
[Act 36 of 2014 wef 03/01/2016]

(16) In subsection (15), “child” includes step-son, adopted son,

step-daughter and adopted daughter.
[Act 36 of 2014 wef 03/01/2016]

(17) 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
$15,000 or to imprisonment for a term not exceeding 3 years and, in
the case of a continuing offence, to a further fine of $1,000 for every
day during which the offence continues after conviction.
[49/73; 15/84]
[Act 36 of 2014 wef 03/01/2016]

Power to require disclosure of directors’ emoluments

164A.—(1) If a company is served with a notice sent by or on
behalf of —
(a) at least 10% of the total number of members of the
company (excluding the company itself if it is registered as
a member); or
(b) a member or members with at least 5% of the total number
of issued shares of the company (excluding treasury
shares),
requiring the emoluments and other benefits received by the directors
of the company or of a subsidiary to be disclosed, the company
shall —
(c) within 14 days or such longer period as the Registrar may
allow, prepare or cause to be prepared and cause to be
audited a statement showing the total amount of
emoluments and other benefits paid to or received by
each of the directors of the company and each director of a
subsidiary; including any amount paid by way of salary, for
the financial year immediately preceding the service of the
notice;

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299 CAP. 50 Companies 2006 Ed.

(d) when the statement referred to in paragraph (c) has been

audited, within 14 days send a copy of the statement to all
persons entitled to receive notice of general meetings of the
company; and
(e) lay the statement before the next general meeting of the
company held after the statement is audited.
[13/87; 21/2005]

(2) If default is made in complying with this section, the company

and every director of the company shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $10,000.

General duty to make disclosure

165.—(1) Every director and chief executive officer of a company
shall give notice in writing to the company —
(a) of such particulars relating to shares, debentures,
participatory interests, rights, options and contracts as
are necessary for the purposes of compliance by the first-
mentioned company with section 164 that are applicable in
relation to him;
[Act 36 of 2014 wef 03/01/2016]

(b) of particulars of any change in respect of the particulars

referred to in paragraph (a) of which notice has been given
to the company including the consideration, if any,
received as a result of the event giving rise to the
change; and
[Act 36 of 2014 wef 03/01/2016]

(c) of such events and matters affecting or relating to himself

as are necessary for the purposes of compliance by the
company with section 173A that are applicable in relation
to him.
[Act 36 of 2014 wef 03/01/2016]

(d) [Deleted by Act 36 of 2014 wef 03/01/2016]

[Act 36 of 2014 wef 03/01/2016]

(2) A notice under subsection (1) shall be given —

(a) in the case of a notice under subsection (1)(a), within 2
business days after —

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2006 Ed. Companies CAP. 50 300
(i) the date on which the director became a director or
the chief executive officer became a chief executive
officer, as the case may be; or
[Act 36 of 2014 wef 03/01/2016]

(ii) the date on which the director or chief executive

officer, as the case may be, became a registered
holder of or acquired an interest in the shares,
debentures, participatory interests, rights, options or
contracts,
[Act 36 of 2014 wef 03/01/2016]

whichever last occurs; and

[Act 36 of 2014 wef 03/01/2016]

(b) in the case of a notice under subsection (1)(b), within 2

business days after the occurrence of the event giving rise
to the change referred to in that paragraph.
[Act 36 of 2014 wef 03/01/2016]

(c) [Deleted by Act 36 of 2014 wef 03/01/2016]

(3) A company shall, within 7 days after it receives a notice given
under subsection (1), send a copy of the notice to each of the other
directors or chief executive officers of the company.
[49/73]
[Act 36 of 2014 wef 03/01/2016]

(4) It is a defence to a prosecution for failing to comply with

subsection (1)(a) or (b) or with subsection (2) if the defendant proves
that his failure was due to his not being aware of a fact or occurrence
the existence of which was necessary to constitute the offence and
that —
(a) he was not so aware on the date of the information or
summons; or
(b) he became so aware less than 7 days before the date of the
summons.
[49/73; 15/84]

(5) For the purposes of subsection (4), a person shall conclusively

be presumed to have been aware at a particular time of a fact or
occurrence —

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301 CAP. 50 Companies 2006 Ed.

(a) of which he would, if he had acted with reasonable

diligence in the conduct of his 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
master’s or principal’s interest or interests in a share in or a
debenture of or participatory interest issued by the
company concerned, was aware or would, if he had
acted with reasonable diligence in the conduct of his
master’s or principal’s affairs, have been aware at that
time.
[49/73]

(6) In this section —

(a) a reference to a participatory interest is a reference to a unit
in a collective investment scheme within the meaning of
section 2 of the Securities and Futures Act (Cap. 289); and
(b) a reference to a person who holds or acquires shares,
debentures or participatory interests or an interest in
shares, debentures or participatory interests includes a
reference to a person who under an option holds or
acquires a right to acquire a share, debenture, or
participatory interest or an interest in a share, debenture
or participatory interest.
[49/73; 42/2001]

(7) In determining for the purposes of this section whether a person

has an interest in a debenture or participatory interest, the provisions
of section 7, except subsections (1) and (3) thereof, have effect and in
applying those provisions a reference to a share shall be read as a
reference to a debenture or participatory interest.
[49/73]

(8) Nothing in section 164 or this section requires a company to

enter in its register or requires a director to give notice to the company
of matters that are shown in the register kept by the company in
accordance with the repealed section 134* as in force immediately
before 5th October 1973.
[49/73]

*Section 134 of the Companies Act (1970 Ed. (Cap. 185)).

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2006 Ed. Companies CAP. 50 302
(9) Any director or chief executive officer who fails to comply with
subsection (1) or (2) or any company that fails to comply with
subsection (3) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $15,000 or to imprisonment for a
term not exceeding 3 years and, in the case of a continuing offence, to
a further fine of $1,000 for every day during which the offence
continues after conviction.
[49/73; 15/84]
[Act 36 of 2014 wef 03/01/2016]

(10) Subsection (1)(a) and (b) shall not apply to a person —

(a) who is a director or chief executive officer of a listed
company; and
[Act 36 of 2014 wef 03/01/2016]

(b) who is required to make disclosure of the matters referred

to in subsection (1)(a) and (b) of this section under
section 133 of the Securities and Futures Act (Cap. 289).
[Act 36 of 2014 wef 03/01/2016]

Duty of director to notify stock exchange of acquisition, etc., of

its securities
166. [Repealed by Act 2 of 2009 wef 19/11/2012]

Prohibition of tax-free payments to directors

167. [Repealed by Act 13 of 1987]

Payments to director for loss of office, etc.

168.—(1) It shall not be lawful —
(a) for a company to make to any director any payment by way
of compensation for loss of office as an officer of the
company or of a subsidiary of the company or as
consideration for or in connection with his retirement
from any such office; or
(b) for any payment to be made to any director of a company in
connection with the transfer of the whole or any part of the
undertaking or property of the company,

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303 CAP. 50 Companies 2006 Ed.

unless particulars with respect to the proposed payment, including the

amount thereof, have been disclosed to the members of the company
and the proposal has been approved by the company in general
meeting and when any such payment has been unlawfully made the
amount received by the director shall be deemed to have been
received by him in trust for the company.
(1A) The requirement for approval by the company in
subsection (1) shall not apply in respect of any payment to a
director holding a salaried employment or office in the company by
way of compensation for termination of employment pursuant to an
existing legal obligation arising from an agreement made between the
company and the director if —
(a) the amount of the payment does not exceed the total
emoluments of the director for the year immediately
preceding his termination of employment; and
(b) the particulars with respect to the proposed payment,
including the amount thereof, have been disclosed to the
members of the company upon or prior to the payment.
[Act 36 of 2014 wef 01/07/2015]

(1B) For the purposes of subsection (1A) —

(a) an existing legal obligation is an obligation of the
company, or any corporation which is by virtue of
section 6 deemed to be related to the company, that was
not entered into in connection with, or in consequence of,
the event giving rise to the payment for loss of office; and
(b) if paragraph (a) or (b) of that subsection is not complied
with, the amount received by the director shall be deemed
to have been received by him on trust for the company.
[Act 36 of 2014 wef 01/07/2015]

(2) Where such a payment is to be made to a director in connection

with the transfer to any person, as a result of an offer made to
shareholders, of all or any of the shares in the company, that director
shall take all reasonable steps to secure that particulars with respect to
the proposed payment, including the amount thereof, shall be
included in or sent with any notice of the offer made for their
shares which is given to any shareholders, unless those particulars are

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2006 Ed. Companies CAP. 50 304
furnished to the shareholders by virtue of any requirement of law
relating to take-over offers or any requirement of the Take-over Code
referred to in section 139 of the Securities and Futures Act
(Cap. 289).
[42/2001]

(3) A director who fails to comply with subsection (2) and a person
who has been properly required by a director to include in or send
with any notice under this section the particulars required by that
subsection and who fails to do so shall be guilty of an offence, and if
the requirements of that subsection are not complied with any sum
received by the director on account of the payment shall be deemed to
have been received by him in trust for any person who has sold his
shares as a result of the offer made.
(4) If in connection with any such transfer the price to be paid to a
director of the company whose office is to be abolished or who is to
retire from office for any shares in the company held by him is in
excess of the price which could at the time have been obtained by
other holders of the like shares or any valuable consideration is given
to any such director, the excess or the money value of the
consideration, as the case may be, shall for the purposes of this
section, be deemed to have been a payment made to him by way of
compensation for loss of office or as consideration for or in
connection with his retirement from office.

As to payments to directors
(5) Any reference in this section to payments to any director of a
company by way of compensation for loss of office or as
consideration for or in connection with his retirement from office
shall not include —
(a) any payment under an agreement entered into before
1st January 1967;
(b) any payment under an agreement particulars of which have
been disclosed to and approved by special resolution of the
company;
(c) any bona fide payment by way of damages for breach of
contract;

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305 CAP. 50 Companies 2006 Ed.

(d) any bona fide payment by way of pension or lump sum

payment in respect of past services, including any
superannuation or retiring allowance, superannuation
gratuity or similar payment, where the value or amount
of the pension or payment, except in so far as it is
attributable to contributions made by the director, does not
exceed the total emoluments of the director in the 3 years
immediately preceding his retirement or death; or
(e) any payment to a director pursuant to an agreement made
between the company and him before he became a director
of the company as the consideration or part of the
consideration for the director agreeing to serve the
company as a director.
(6) This section shall be in addition to and not in derogation of any
rule of law requiring disclosure to be made with respect to any such
payments or any other like payment.
(7) In this section, “director” includes any person who has at any
time been a director of the company or of a corporation which is by
virtue of section 6 deemed to be related to the company.

Provision and improvement of director’s emoluments

169.—(1) A company shall not at any meeting or otherwise provide
emoluments or improve emoluments for a director of a company in
respect of his office as such unless the provision is approved by a
resolution that is not related to other matters and any resolution
passed in breach of this section shall be void.
[10/74; 13/87]

(2) In this section, “emoluments” in relation to a director includes

fees and percentages, any sums paid by way of expenses allowance in
so far as those sums are charged to income tax in Singapore, any
contribution paid in respect of a director under any pension scheme
and any benefits received by him otherwise than in cash in respect of
his services as director.
170. [Repealed by Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 306
Secretary
171.—(1) Every company shall have one or more secretaries each
of whom shall be a natural person who has his principal or only place
of residence in Singapore and who is not debarred under section 155B
from acting as secretary of the company.
[13/87; 40/89]
[Act 36 of 2014 wef 03/01/2016]

(1A) It shall be the duty of the directors of a company to take all

reasonable steps to secure that each secretary of the company is a
person who appears to them to have the requisite knowledge and
experience to discharge the functions of secretary of the company.
[8/2003]

(1AA) In addition, it shall be the duty of the directors of a public

company to take all reasonable steps to secure that each secretary of
the company is a person who —
(a) on 15 May 1987 held the office of secretary in that
company and continued to hold that office on 15 May
2003; or
(b) satisfies such requirements relating to experience,
professional and academic requirements and membership
of professional associations, as may be prescribed.
[Act 36 of 2014 wef 01/07/2015]

(1AB) The Registrar may require a private company to appoint a

person who satisfies subsection (1AA)(b) as its secretary if he is
satisfied that the company has failed to comply with any provision of
this Act with respect to the keeping of any register or other record.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]

(1B) Any person who is appointed by the directors of a company as

a secretary shall, at the time of his appointment, by himself or through
a registered qualified individual authorised by him, file with the
Registrar a declaration in the prescribed form that he consents to act
as secretary and providing the prescribed particulars.
[12/2002; 8/2003]
[Act 36 of 2014 wef 03/01/2016]

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307 CAP. 50 Companies 2006 Ed.

(1C) A person to whom subsection (1AA)(a) applies who, after

15th May 1987, becomes a secretary of another company and is not
qualified to act as secretary under subsection (1AA)(b) shall not be
regarded as being a person who is qualified to discharge the functions
of secretary under this subsection.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]

(1D) In this section and sections 173 to 173I, “secretary” includes

an assistant or deputy secretary.
[Act 36 of 2014 wef 03/01/2016]

(1E) Where a director is the sole director of a company, he shall not

act or be appointed as the secretary of the company.
[5/2004]

(2) Subsection (1) shall not operate to prevent a corporation which

was acting as the secretary of a company immediately before
29th December 1967 from continuing to act as secretary of that
company for a period of 12 months after that date.
[S 258/67]

(3) The secretary or secretaries shall be appointed by the directors

and at least one of those secretaries shall be present at the registered
office of the company by himself or his agent or clerk on the days and
at the hours during which the registered office is to be accessible to
the public.
(3A) Notwithstanding subsection (3), a secretary, his agent or clerk
of a private company need not be physically present at the registered
office during the times specified in that subsection if a secretary, his
agent or clerk of the private company is readily contactable by a
person at the registered office by telephone or other means of
instantaneous communication during those times.
[Act 36 of 2014 wef 01/07/2015]

(4) Anything required or authorised to be done by or in relation to

the secretary may, if the office is vacant or for any other reason the
secretary is not capable of acting, be done by or in relation to any
assistant or deputy secretary or, if there is no assistant or deputy
secretary capable of acting, by or in relation to any officer of the
company authorised generally or specially in that behalf by the
directors:

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2006 Ed. Companies CAP. 50 308
Provided that the office of secretary shall not be left vacant for more
than 6 months at any one time.
(5) A provision requiring or authorising a thing to be done by or in
relation to a director and the secretary shall not be satisfied by its
being done by or in relation to the same person acting both as director
and as, or in place of, the secretary.

Provision protecting officers from liability

172.—(1) Any provision that purports to exempt an officer of a
company (to any extent) from any liability that would otherwise
attach to him in connection with any negligence, default, breach of
duty or breach of trust in relation to the company is void.
(2) Any provision by which a company directly or indirectly
provides an indemnity (to any extent) for an officer of the company
against any liability attaching to him in connection with any
negligence, default, breach of duty or breach of trust in relation to
the company is void, except as permitted by section 172A or 172B.
(3) This section shall apply to any provision, whether contained in a
company’s constitution or in any contract with the company or
otherwise.
[Act 36 of 2014 wef 03/01/2016]

Provision of insurance
172A. Section 172(2) shall not prevent a company from purchasing
and maintaining for an officer of the company insurance against any
such liability referred to in that subsection.
[Act 36 of 2014 wef 03/01/2016]

Third party indemnity

172B.—(1) Section 172(2) shall not apply where the provision for
indemnity is against liability incurred by the officer to a person other
than the company, except when the indemnity is against —
(a) any liability of the officer to pay —
(i) a fine in criminal proceedings; or
(ii) a sum payable to a regulatory authority by way of a
penalty in respect of non-compliance with any

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309 CAP. 50 Companies 2006 Ed.

requirement of a regulatory nature (however arising);

or
(b) any liability incurred by the officer —
(i) in defending criminal proceedings in which he is
convicted;
(ii) in defending civil proceedings brought by the
company or a related company in which judgment
is given against him; or
(iii) in connection with an application for relief referred
to in subsection (4) in which the court refuses to
grant him relief.
(2) The references in subsection (1)(b) to a conviction, judgment or
refusal of relief are references to the final decision in the proceedings.
(3) For the purposes of subsection (2) —
(a) a conviction, judgment or refusal of relief becomes final —
(i) if it is not appealed against, at the end of the period
for bringing an appeal; or
(ii) if it is appealed against, at the time when the appeal
(or any further appeal) is disposed of; and
(b) an appeal (or further appeal) is disposed of —
(i) if it is determined and there is no right of further
appeal, or if there is a right of further appeal, the
period for bringing any further appeal has ended; or
(ii) if it is abandoned or otherwise ceases to have effect.
(4) The reference in subsection (1)(b)(iii) to an application for relief
is to an application for relief under section 76A(13) or 391.
[Act 36 of 2014 wef 03/01/2016]

Registers of directors, chief executive officers, secretaries and

auditors
173.—(1) The Registrar shall, in respect of each company, keep a
register of the company’s —
(a) directors;

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2006 Ed. Companies CAP. 50 310
(b) chief executive officers;
(c) secretaries; and
(d) auditors (if any).
(2) The register under subsection (1) shall be kept in such form as
the Registrar may determine.
(3) Subject to subsection (4), the register of a company’s directors
shall contain the following information in respect of each director of
the company:
(a) full name and any former name;
(b) residential address or, at the director’s option, alternate
address;
(c) nationality;
(d) identification;
(e) date of appointment; and
(f) date of cessation of appointment.
(4) The Registrar shall only keep any former name of a director in
the register of the company for a period of 5 years from the date on
which the name was furnished to the Registrar.
(5) The register of a company’s chief executive officers shall
contain the following information in respect of each chief executive
officer of the company:
(a) full name;
(b) residential address or, at the chief executive officer’s
option, alternate address;
(c) nationality;
(d) identification;
(e) date of appointment; and
(f) date of cessation of appointment.
(6) The register of a company’s secretaries shall contain the
following information in respect of each secretary of the company:

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311 CAP. 50 Companies 2006 Ed.

(a) full name;

(b) residential address or, at the secretary’s option, alternate
address;
(c) identification;
(d) date of appointment; and
(e) date of cessation of appointment.
(7) The register of a company’s auditors shall contain the following
information in respect of each auditor of the company:
(a) full name;
(b) an address at which the auditors may be contacted;
(c) identification, if any;
(d) date of appointment; and
(e) date of cessation of appointment.
(8) An entry in the register of directors, register of chief executive
officers, register of secretaries and register of auditors required to be
kept by the Registrar under this section, is prima facie evidence of the
truth of any matters which are by this Act directed or authorised to be
entered or inserted in the respective register.
(9) A certificate of the Registrar setting out any of the particulars
required to be entered or inserted in the register of directors, register
of chief executive officers, register of secretaries or register of
auditors required to be kept by the Registrar under this section shall in
all courts and before all persons and bodies authorised by law to
receive evidence be received as prima facie evidence of the entry of
such particulars in the respective register.
(10) A certificate of the Registrar stating that, at the time specified
in the certificate, a person was named as director, chief executive
officer, secretary or auditor of the company in the register of
directors, register of chief executive officers, register of secretaries or
register of auditors, as the case may be, shall in all courts and before
all persons and bodies authorised by law be received as prima facie
evidence of the fact, until by a notification of change given to the
Registrar it appears that he has ceased to be or becomes disqualified

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2006 Ed. Companies CAP. 50 312
to act as such a director, chief executive officer, secretary or auditor,
as the case may be.
(11) For the purposes of this section —
(a) a person’s name and identification —
(i) in the case of a person registered under the National
Registration Act (Cap. 201), means the name and
identification as they appear in the latest identity card
issued to that person under section 7 of that Act; or
(ii) in the case of a person not registered under the
National Registration Act, means the name and
identification as they appear in the latest passport
issued to that person or such other similar evidence
of identification as is available;
(b) a director includes an alternate, a substitute or a local
director.
(12) For the purposes of this section, only one alternate address
may be provided at any one time.
(13) An alternate address of an individual must comply with the
following conditions:
(a) it is an address at which the individual can be located;
(b) it is not a post office box number;
(c) it is not the residential address of the individual; and
(d) it is located in the same jurisdiction as the individual’s
residential address.
(14) Any document required to be served under this Act on any
person who is a director, chief executive officer or secretary shall be
sufficiently served if addressed to the person and left at or sent by post
to his residential address or alternate address, as the case may be,
which is entered in the register of directors, register of chief executive
officers or register of secretaries kept by the Registrar under this
section.
(15) Any document required to be served under this Act on a person
who is for the time being an auditor of a company shall be sufficiently

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served if addressed to the person and left at or sent by post to the

address which is entered in the register of auditors kept by the
Registrar under this section.
[Act 36 of 2014 wef 03/01/2016]

Duty of company to provide information on directors, chief

executive officers, secretaries and auditors
173A.—(1) A company shall by notice furnish to the Registrar —
(a) within 14 days after a person becomes a director, chief
executive officer, secretary or auditor, the information
required under section 173(3), (5), (6) or (7), as the case
may be; and
(b) within 14 days after any change in —
(i) the appointment of any director, chief executive
officer, secretary or auditor; or
(ii) any information required to be contained in the
registers of directors, chief executive officers,
secretaries and auditors referred to in
section 173(3), (5), (6) or (7).
(2) A prescribed fee is payable for the provision of an alternate
address in prescribed circumstances for the purposes of the register of
directors, register of chief executive officers or register of secretaries
(as the case may be) under section 173.
(3) The information to be furnished to the Registrar under
subsection (1) shall be given in a notice in such form as may be
prescribed or, if not prescribed, in such form as the Registrar may
determine.
[Act 36 of 2014 wef 03/01/2016]

Duty of directors, chief executive officers, secretaries and

auditors to provide information to company
173B.—(1) A director, a chief executive officer, a secretary or an
auditor, as the case may be, shall give the company —
(a) any information the company needs to comply with
section 173A(1)(a) as soon as practicable but not later

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2006 Ed. Companies CAP. 50 314
than 14 days after his initial appointment unless he has
previously given the information to the company in
writing; and
(b) any information the company needs to comply with
section 173A(1)(b) as soon as practicable but not later
than 14 days after any change to the information referred to
in section 173(3), (5), (6) and (7).
(2) Notwithstanding subsection (1), a director, a chief executive
officer, a secretary or an auditor, as the case may be, shall, subject to
subsection (3), provide any information referred to in section 173(3),
(5), (6) or (7) for the purpose of enabling the company to confirm its
record of such information or reinstate its record of the information
where the original record of the information has been destroyed or
lost.
(3) The director, chief executive officer, secretary or auditor, as the
case may be, referred to in subsection (2) shall furnish the
information to the company as soon as practicable but not later
than 14 days after receipt of a written request for such information
from the company.
(4) A director, chief executive officer or secretary who wishes to —
(a) substitute his residential address, as stated in the register of
directors, register of chief executive officers or register of
secretaries, with an alternate address; or
(b) substitute his alternate address, as stated in the register of
directors, register of chief executive officers or register of
secretaries, with his residential address or with a different
alternate address,
must inform the company which will treat the change as a change of
particulars under section 173A(1)(b)(ii).
[Act 36 of 2014 wef 03/01/2016]

Duty of company to keep consents of directors and secretaries

173C. Every company shall keep at its registered office —
(a) in respect of each director —
(i) a signed copy of his consent to act as director;

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315 CAP. 50 Companies 2006 Ed.

(ii) a statement that he is not disqualified to act as

director under this Act or under any other written
law; and
(iii) documentary evidence (if any) of any change in his
name; and
(b) in respect of a secretary, a signed copy of his consent to act
as secretary.
[Act 36 of 2014 wef 03/01/2016]

Savings and transitional provisions for existing particulars of

directors, chief executive officers, secretaries and auditors
173D.—(1) In the case of a company incorporated before the date
of commencement of section 90 of the Companies (Amendment) Act
2014 (referred to in this section as the appointed day) the name and
particulars of the persons who were lodged with the Registrar as a
director, a secretary or an auditor of the company under section 173 in
force immediately before the appointed day, shall be entered in the
company’s register of directors, register of secretaries or register of
auditors, whichever may be applicable, referred to in section 173,
until a notification of any change to the information referred to in
section 173(3), (6) or (7) is received by the Registrar under
section 173A(1)(b).
(2) Where a company referred to in subsection (1) has lodged the
name and particulars of one or more managers with the Registrar as a
manager or managers, as the case may be, of the company under
section 173 in force immediately before the appointed day, the name
and particulars of the manager or managers, as the case may be, shall
be entered in the company’s register of chief executive officers
referred to in section 173, until a notification of any change in the
information referred to in section 173(5) is received by the Registrar
under section 173A(1)(b).
(3) For the purposes of subsections (1) and (2) —
(a) the address lodged with the Registrar in respect of any
director or secretary under section 173 in force
immediately before the appointed day shall be entered as
his residential address;

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2006 Ed. Companies CAP. 50 316
(b) the address lodged with the Registrar in respect of any
manager under section 173 in force immediately before the
appointed day shall be entered as his residential address in
his capacity as chief executive officer of the company; and
(c) the address lodged with the Registrar in respect of any
auditor under section 173 in force immediately before the
appointed day, shall be entered as his address.
[Act 36 of 2014 wef 03/01/2016]

Self-notification in certain circumstances

173E.—(1) A director who ceases to qualify to act as director by
virtue of section 148 or 155 —
(a) shall, without prejudice to section 165(1)(c), notify the
company of his disqualification as soon as practicable but
not later than 14 days after the disqualification; and
(b) may give the notice referred to in section 173A(1)(b) to the
Registrar if he has reasonable cause to believe that the
company will not do so.
(2) A director who resigns from office and who has given notice of
his resignation to the company, or a director who is removed or retires
from office may give the notice referred to in section 173A(1)(b) to
the Registrar if he has reasonable cause to believe that the company
will not do so.
(3) A secretary who resigns from office and who has given notice of
his resignation to the company, or a secretary who is removed or
retires from office may give the notice referred to in
section 173A(1)(b) to the Registrar if he has reasonable cause to
believe that the company will not do so.
(4) A director, chief executive officer or secretary who has changed
his residential address or alternate address, as the case may be, which
is entered in the register of directors, register of chief executive
officers or register of secretaries kept by the Registrar under
section 173, or an auditor who has changed his address which is
entered in the register of auditors kept by the Registrar under
section 173 may give the notice referred to in section 173A(1)(b) to

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317 CAP. 50 Companies 2006 Ed.

the Registrar if he has reasonable cause to believe that the company

will not do so.
[Act 36 of 2014 wef 03/01/2016]

Amendment of register by Registrar

173F.—(1) Where the Registrar has reasonable cause to believe
that a director of a company —
(a) is no longer qualified to act as such by virtue of section 148
or 155; or
(b) is dead,
the Registrar may on his own initiative amend the register of directors
of the company kept by the Registrar under section 173 to indicate
that the person has ceased to be a director by virtue of that fact.
(2) Where the Registrar has reasonable cause to believe that a chief
executive officer of a company is dead, the Registrar may on his own
initiative amend the register of chief executive officers of the
company kept by the Registrar under section 173 to indicate that the
person has ceased to be a chief executive officer of the company by
virtue of that fact.
(3) Where the Registrar has reasonable cause to believe that a
secretary of a company is dead, the Registrar may on his own
initiative amend the register of secretaries of the company kept by the
Registrar under section 173 to indicate that the person has ceased to
be a secretary of the company by virtue of that fact.
(4) Where the Registrar has reasonable cause to believe that the
auditor of a company —
(a) has had its registration as an accounting entity suspended
or removed; or
(b) being an individual is dead,
the Registrar may on his own initiative amend the register of auditors
of the company kept by the Registrar under section 173 to indicate
that the person has ceased to be an auditor of the company by virtue of
that fact.

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2006 Ed. Companies CAP. 50 318
(5) Where the Registrar has reasonable cause to believe that he has
made an amendment to the relevant register under subsection (1), (2),
(3) or (4) under a mistaken belief that a director, a chief executive
officer, a secretary or an auditor, as the case may be, of a company has
ceased to be a director, a chief executive officer, a secretary or an
auditor, as the case may be, of the company, the Registrar may on his
own initiative amend the register of directors, register of chief
executive officers, register of secretaries or register of auditors to
restore the name of the person in such register.
[Act 36 of 2014 wef 03/01/2016]

Provision and use of residential address

173G.—(1) Subject to this section, a director, a chief executive
officer and a secretary of a company that is incorporated on or after
the date of commencement of section 90 of the Companies
(Amendment) Act 2014 is required to give notice to the Registrar
of the following:
(a) at incorporation or within 14 days after the date of his
appointment, as the case may be, his residential address,
unless his residential address has already been entered in
the register of directors, register of chief executive officers
or register of secretaries kept by the Registrar under
section 173;
(b) if there is any change to his residential address, the
particulars of the change within 14 days after the change,
unless such change has already been entered in the register
of directors, register of chief executive officers or register
of secretaries, as the case may be, kept by the Registrar
under section 173.
(2) In the case of a company incorporated before the date of
commencement of section 90 of the Companies (Amendment) Act
2014 —
(a) a director, chief executive officer and secretary of the
company is required to give notice to the Registrar of the
following:

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319 CAP. 50 Companies 2006 Ed.

(i) any change in his residential address that was lodged

with the Registrar under section 173 in force
immediately before that date within 14 days after
the change, unless such change has already been
entered in the register of directors, register of chief
executive officers or register of secretaries, as the
case may be, kept by the Registrar under section 173;
(ii) any subsequent change in his residential address
within 14 days after the change, unless such change
has already been entered in the register of directors,
register of chief executive officers or register of
secretaries, as the case may be, kept by the Registrar
under section 173;
(b) if the address that is entered as the residential address of a
chief executive officer or a secretary under
section 173D(3)(a) or (b) is not the individual’s
residential address, the chief executive officer or
secretary, as the case may be, is required to give notice
to the Registrar of the individual’s residential address
within 14 days after the date of commencement of
section 90 of the Companies (Amendment) Act 2014,
unless the residential address has, pursuant to a notice by
the company under section 173A(1)(b)(ii), already been
entered in the register of chief executive officers or the
register of secretaries, as the case may be, kept by the
Registrar under section 173.
(3) Where a director, chief executive officer or secretary of a
company has made a report of a change of his residential address
under section 8 of the National Registration Act (Cap. 201), he shall
be taken to have notified the Registrar of the change in compliance
with subsection (1)(b) or (2), whichever subsection is applicable.
(4) Notwithstanding section 12 or 12A, where on or after the date of
commencement of section 90 of the Companies (Amendment) Act
2014, the residential address of a person is notified to the Registrar
under subsection (1) or (2), or is transmitted to the Registrar by the
Commissioner of National Registration under section 8A of the

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2006 Ed. Companies CAP. 50 320
National Registration Act, the residential address of the individual is
protected from disclosure and is not available for public inspection or
access except as provided for under this section or where the
individual’s residential address is entered in the register of directors,
register of chief executive officers or register of secretaries kept by
the Registrar under section 173.
(5) Where —
(a) the alternate address of a director, chief executive officer or
secretary is entered in the register of directors, register of
chief executive officers or register of secretaries, as the
case may be, that is kept by the Registrar under
section 173(1)(a), (b) or (c), respectively; and
(b) the circumstances set out in subsection (6) apply,
the Registrar may enter the residential address of the director, chief
executive officer or secretary in the respective register of directors,
register of chief executive officers or register of secretaries, as the
case may be.
(6) Subsection (5) applies where —
(a) communications sent by the Registrar under this Act, or by
any officer of the Authority under any ACRA administered
Act to the director, chief executive officer or secretary, as
the case may be, at his alternate address and requiring a
response within a specified period remain unanswered; or
(b) there is evidence to show that service of any document
under this Act or under any ACRA administered Act at the
alternate address is not effective to bring it to the notice of
the director, chief executive officer or secretary, as the case
may be.
(7) Before proceeding under subsection (5), the Registrar shall give
notice to the director, chief executive officer or secretary affected,
and to every company of which the Registrar has been notified under
this Act that the individual is a director, chief executive officer or
secretary, as the case may be.

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321 CAP. 50 Companies 2006 Ed.

(8) The notice referred to in subsection (7) shall —

(a) state the grounds on which it is proposed to enter the
individual’s residential address in the register of directors,
register of chief executive officers or register of
secretaries, as the case may be; and
(b) specify a period within which representations may be made
before that is done.
(9) The Registrar shall take account of any representations received
within the specified period.
(10) Where the Registrar enters the residential address in the
register of directors, register of chief executive officers or register of
secretaries under subsection (5), the Registrar shall give notice of that
fact to the director, chief executive officer or secretary affected, and
to every company of which the Registrar has been notified under this
Act that the individual is a director, chief executive officer or
secretary, as the case may be.
(11) A notice to a director, chief executive officer or secretary under
subsection (7) or (10) shall be sent to the individual at his residential
address unless it appears to the Registrar that service at that address
may be ineffective to bring it to the individual’s notice, in which case
it may be sent to any other last known address of that individual.
(12) Where the Registrar enters an individual’s residential address
in the register of directors, register of chief executive officers or
register of secretaries under subsection (5), or a Registrar appointed
under any other ACRA administered Act discloses and makes
available for public inspection under that Act the particulars of an
individual’s residential address under a provision of that Act
equivalent to subsection (5) —
(a) the residential address ceases to be protected under
subsection (4) from disclosure or from public inspection
or access; and
(b) the individual is not, for a period of 3 years after the date on
which the residential address is entered in the register of
directors, register of chief executive officers or register of

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2006 Ed. Companies CAP. 50 322
secretaries, allowed to provide an alternate address under
section 173B(1)(b) or 173E(4).
(13) Nothing in this section applies to any information lodged with
the Registrar or deemed to be lodged before the date of
commencement of section 90 of the Companies (Amendment) Act
2014 or prevents such information from being disclosed or from
being available for public inspection or access.
(14) Nothing in this section prevents the residential address of an
individual that is notified to the Registrar under subsection (1) or (2),
or is transmitted to the Registrar by the Commissioner of National
Registration under section 8A of the National Registration Act
from —
(a) being used by the Registrar for the purposes of any
communication with the individual;
(b) being disclosed for the purposes of issuing any summons
or other legal process against the individual for the
purposes of this Act or any other written law;
(c) disclosure in compliance with the requirement of any court
or the provisions of any written law;
(d) disclosure for the purpose of assisting any public officer or
officer of any other statutory body in the investigation or
prosecution of any offence under any written law; or
(e) disclosure in such other circumstances as may be
prescribed.
(15) Any individual aggrieved by the decision of the Registrar
under subsection (5) may, within 30 days after the date of receiving
the notice under subsection (10), appeal to the High Court which may
confirm the decision or give such directions in the matter as seem
proper or otherwise determine the matter.
(16) In this section, “ACRA administered Act” means the
Accounting and Corporate Regulatory Authority Act (Cap. 2A)
and any of the written laws specified in the Second Schedule to that
Act.
[Act 36 of 2014 wef 03/01/2016]

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323 CAP. 50 Companies 2006 Ed.

Penalty for breach under sections 173, 173A, 173B, 173C and
173G
173H.—(1) If default is made by a company in section 173A(1) or
173C, the company and every officer of the company who is in
default shall each be guilty of an offence and shall each be liable on
conviction to a fine not exceeding $5,000 and also to a default
penalty.
(2) Subject to subsection (3) —
(a) a director, a chief executive officer, a secretary or an
auditor who being bound to comply with a requirement
under section 173B fails to do so; or
(b) a director, a chief executive officer or a secretary who
being bound to comply with a requirement under
section 173G(1) or (2) fails to do so,
shall be guilty of an offence and shall be liable on conviction to a fine
not exceeding $5,000 and also to a default penalty.
(3) A director, a chief executive officer or a secretary who has opted
to provide the company with an alternate address instead of his
residential address for the purpose of section 173(3)(b), (5)(b) or
(6)(b), as the case may be, must ensure that the alternate address that
he has provided is and continues to be an address at which he may be
located, and if he fails to do so he shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $10,000 or to
imprisonment for a term not exceeding 2 years or to both.
(4) For the purposes of subsection (3), a reference to the director,
chief executive officer or secretary being located at an address means
the director, chief executive officer or secretary may be physically
found at the address after reasonable attempts have been made to
contact the person at the address.
[Act 36 of 2014 wef 03/01/2016]

Transitional provisions for old registers of directors, managers,

secretaries and auditors
173I.—(1) A company shall continue to keep the following
information for the periods set out in subsection (2):

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2006 Ed. Companies CAP. 50 324
(a) with respect to each person who is a director of the
company immediately before the date of commencement
of section 90 of the Companies (Amendment) Act 2014
(referred to in this section as the appointed day) —
(i) the signed copy of the person’s consent to act as a
director referred to in section 173(2)(a) in force
immediately before the appointed day; and
(ii) documentary evidence (if any) of any change in the
person’s name referred to in section 173(2)(c) in
force immediately before the appointed day; and
(b) with respect to each person who is a secretary of the
company immediately before the appointed day, the signed
copy of the person’s consent to act as a secretary referred to
in section 173(4A) in force immediately before the
appointed day.
(2) The period referred to in subsection (1) commences on the
appointed day and ceases on —
(a) in the case of subsection (1)(a), the date on which the
person ceases to be a director of the company; or
(b) in the case of subsection (1)(b), the date on which the
person ceases to be a secretary of the company.
(3) Section 173(8) in force immediately before the appointed day
shall continue to apply in respect of any information lodged with the
Registrar under section 173 in force immediately before that day.
[Act 36 of 2014 wef 03/01/2016]

Division 3 — Meetings and proceedings

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

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325 CAP. 50 Companies 2006 Ed.

(2) The directors shall at least 7 days before the day on which the
meeting is to be held forward a report to be called the “statutory
report” to every member of the company.
(3) The statutory report shall be certified by not less than 2 directors
of the company and shall state —
(a) the total number of shares allotted, distinguishing shares
allotted as fully or partly paid up otherwise than in cash,
and stating in the case of shares partly paid up the extent to
which they are so paid up, and in either case the
consideration for which they have been allotted;
(b) the total amount of cash received by the company in
respect of all the shares allotted and so distinguished;
(c) an abstract of the receipts of the company and of the
payments made thereout up to a date within 7 days of the
date of the report exhibiting under distinctive headings the
receipts from shares and debentures and other sources the
payments made thereout and particulars concerning the
balance remaining in hand, and an account or estimate of
the preliminary expenses;
(d) the names and addresses and descriptions of the directors,
trustees for holders of debentures, if any, auditors, if any,
chief executive officers, if any, and secretaries of the
company; and
[Act 36 of 2014 wef 03/01/2016]

(e) the particulars of any contract the modification of which is

to be submitted to the meeting for its approval together
with the particulars of the modification or proposed
modification.
(4) The statutory report shall, so far as it relates to the shares
allotted and to the cash received in respect of such shares and to the
receipts and payments on capital account, be examined and reported
upon by the auditors, if any.
(5) The directors shall cause a copy of the statutory report and the
auditor’s report, if any, to be lodged with the Registrar at least 7 days
before the date of the statutory meeting.

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2006 Ed. Companies CAP. 50 326
(6) The directors shall cause a list showing the names and addresses
of the members and the number of shares held by them respectively to
be produced at the commencement of the meeting and to remain open
and accessible to any member during the continuance of the meeting.
(7) The members present at the meeting shall be at liberty to discuss
any matter relating to the formation of the company or arising out of
the statutory report, whether previous notice has been given or not,
but no resolution of which notice has not been given in accordance
with the constitution may be passed.
[Act 36 of 2014 wef 03/01/2016]

(8) The meeting may adjourn from time to time and at any
adjourned meeting any resolution of which notice has been given in
accordance with the constitution either before or subsequently to the
former meeting may be passed and the adjourned meeting shall have
the same powers as an original meeting.
[Act 36 of 2014 wef 03/01/2016]

(9) The meeting may by ordinary resolution appoint a committee or

committees of inquiry, and at any adjourned meeting a special
resolution may be passed that the company be wound up if,
notwithstanding any other provision of this Act, at least 7 days’
notice of intention to propose the resolution has been given to every
member of the company.
(10) In the event of any default in complying with this section every
officer of the company who is in default and every director of the
company who fails to take all reasonable steps to secure compliance
with this section 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.
[15/84]

Annual general meeting

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

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(b) 6 months in the case of any other company.

[Act 15 of 2017 wef 31/08/2018]

(2) The Registrar may extend the period mentioned in

subsection (1)(a) or (b) —
(a) upon an application by the company, if the Registrar thinks
there are special reasons to do so; or
(b) in respect of any prescribed class of companies.
[Act 15 of 2017 wef 31/08/2018]

(3) Subject to notice being given to all persons entitled to receive

notice of the meeting, a general meeting may be held at any time and
the company may resolve that any meeting held or summoned to be
held shall be the annual general meeting of the company.
(4) If default is made in holding an annual general meeting —
(a) 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 also to a
default penalty; and
(b) the Court may on the application of any member order a
general meeting to be called.
(5) The Minister may, by order in the Gazette, specify such other
period in substitution of the period mentioned in subsection (1)(a) or
(b), or both.
[Act 15 of 2017 wef 31/08/2018]

When private company need not hold annual general meeting

175A.—(1) A company need not hold an annual general meeting
for a financial year —
(a) if it is a private company in respect of which there is in
force a resolution passed in accordance with subsection (2)
to dispense with the holding of annual general meetings;
(b) if, at the end of that financial year, it is a private company
and has sent to all persons entitled to receive notice of
general meetings of the company the documents
mentioned in section 203(1) within the period specified
in section 203(1)(b); or

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2006 Ed. Companies CAP. 50 328
(c) if, at the end of that financial year, it is both a private
company and a dormant relevant company the directors of
which are, under section 201A, exempt from the
requirements of section 201 for the financial year.
[Act 15 of 2017 wef 31/08/2018]

(2) Notwithstanding any other provision of this Act, a resolution

referred to in subsection (1)(a) shall only be treated as passed at a
general meeting if it has been passed by all of such members as, being
entitled to do so, vote in person or, where proxies are allowed, by
proxy present at the meeting.
[8/2003]
[Act 15 of 2017 wef 31/08/2018]

(3) A resolution under subsection (1)(a) has effect for the year in
which it is made and subsequent years, but does not affect any
liability already incurred by reason of default in holding an annual
general meeting.
[8/2003]
[Act 15 of 2017 wef 31/08/2018]

(4) In any year in which an annual general meeting would be

required to be held but for this section, and in which no such meeting
has been held, any member of the company may, by notice to the
company not later than 14 days before the date by which an annual
general meeting would have been required under section 175 to be
held, require the holding of an annual general meeting in that year.
[8/2003]
[Act 15 of 2017 wef 31/08/2018]

(5) The power of a member under subsection (4) to require the

holding of an annual general meeting is exercisable not only by the
giving of a notice but also by the transmission to the company at such
address as may for the time being be specified for the purpose by or
on behalf of the company of an electronic communication containing
the requirement.
[8/2003]

(6) If such a notice is given or electronic communication is

transmitted, section 175(1) and (4) shall apply with respect to the
calling of the meeting and the consequences of default.
[8/2003]

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329 CAP. 50 Companies 2006 Ed.

(7) A resolution referred to in subsection (1)(a) shall cease to be in

force if the company is converted to a public company.
[8/2003]
[Act 15 of 2017 wef 31/08/2018]

(8) If the resolution mentioned in subsection (1)(a) ceases to be in

force but less than 3 months remain to the date on which the company
is required under section 175 to hold an annual general meeting, the
company need not hold that annual general meeting.
[Act 15 of 2017 wef 31/08/2018]

(9) Subsection (8) does not affect any obligation of the company to
hold an annual general meeting in that year in pursuance of a notice
given under subsection (4) or an electronic communication
transmitted under subsection (5).
[8/2003]

(10) Unless the contrary intention appears, if a company need not

hold an annual general meeting for a financial year then for that
financial year —
(a) a reference in any provision of this Act to the doing of
anything at an annual general meeting is to be read as a
reference to the doing of that thing by way of a resolution
by written means under section 184A;
(b) a reference in any provision of this Act to the date or
conclusion of an annual general meeting is, unless the
meeting is held, to be read as a reference to the date of
expiry of the period by which an annual general meeting
would have been required under section 175 to be held;
(c) the reference in section 197(1) or (1A) to the lodging of a
return with the Registrar after its annual general meeting is
to be read as a reference to the lodging of that return —
(i) in the case of a company mentioned in
subsection (1)(a) or (b), after the company has sent
to all persons entitled to receive notice of general
meetings of the company the documents mentioned
in section 203(1); or

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2006 Ed. Companies CAP. 50 330
(ii) in the case of a company mentioned in
subsection (1)(c), after the end of its financial year.
[Act 15 of 2017 wef 31/08/2018]

(11) In this section, an address of a person includes any number or

address used for electronic communication.
[5/2004]
[Act 15 of 2017 wef 31/08/2018]

Convening of extraordinary general meeting on requisition

176.—(1) The directors of a company, notwithstanding anything in
its constitution, shall, on the requisition of members holding at the
date of the deposit of the requisition not less than 10% of the total
number of paid-up shares as at the date of the deposit carries the right
of voting at general meetings or, in the case of a company not having
a share capital, of members representing not less than 10% of the total
voting rights of all members having at that date a right to vote at
general meetings, immediately proceed duly to convene an
extraordinary general meeting of the company to be held as soon
as practicable but in any case not later than 2 months after the receipt
by the company of the requisition.
[Act 36 of 2014 wef 01/07/2015]

(1A) For the purposes of subsection (1), any of the company’s paid-
up shares held as treasury shares shall be disregarded.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(2) The requisition shall state the objects of the meeting and shall be
signed by the requisitionists and deposited at the registered office of
the company, and may consist of several documents in like form each
signed by one or more requisitionists.
(3) If the directors do not within 21 days after the date of the deposit
of the requisition proceed to convene a meeting the requisitionists, or
any of them representing more than 50% of the total voting rights of
all of them, may themselves, in the same manner as nearly as possible
as that in which meetings are to be convened by directors convene a
meeting, but any meeting so convened shall not be held after the
expiration of 3 months from that date.

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331 CAP. 50 Companies 2006 Ed.

(4) Any reasonable expenses incurred by the requisitionists by

reason of the failure of the directors to convene a meeting shall be
paid to the requisitionists by the company, and any sum so paid shall
be retained by the company out of any sums due or to become due
from the company by way of fees or other remuneration in respect of
their services to such of the directors as were in default.
(5) A meeting at which a special resolution is to be proposed shall
be deemed not to be duly convened by the directors if they do not give
such notice thereof as is required by this Act in the case of special
resolutions.

Calling of meetings
177.—(1) Two or more members holding not less than 10% of the
total number of issued shares of the company (excluding treasury
shares) or, if the company has not a share capital, not less than 5% in
number of the members of the company or such lesser number as is
provided by the constitution may call a meeting of the company.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(2) A meeting of a company or of a class of members, other than a

meeting for the passing of a special resolution, shall be called by
notice in writing of not less than 14 days or such longer period as is
provided in the constitution.
[Act 36 of 2014 wef 03/01/2016]

(3) A meeting shall, notwithstanding that it is called by notice

shorter than is required by subsection (2), be deemed to be duly called
if it is so agreed —
(a) in the case of a meeting called as the annual general
meeting, by all the members entitled to attend and vote
thereat; or
(b) in the case of any other meeting, by a majority in number of
the members having a right to attend and vote thereat,
being a majority which together holds not less than 95% of
the total voting rights of all the members having a right to
vote at that meeting.
[21/2005]

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2006 Ed. Companies CAP. 50 332
(4) So far as the constitution does not make other provision in that
behalf, notice of every meeting shall be served on every member
having a right to attend thereat in the manner in which notices are
required to be served by the model constitution prescribed under
section 36(1) for the type of company to which the company belongs,
if any.
[Act 36 of 2014 wef 03/01/2016]

(5) [Deleted by Act 40 of 1989]

Right to demand a poll

178.—(1) Subject to subsection (1B), any provision in a company’s
constitution shall be void in so far as it would have the effect —
(a) of excluding the right to demand a poll at a general meeting
on any question or matter other than the election of the
chairman of the meeting or the adjournment of the
meeting;
(b) of making ineffective a demand for a poll on any question
or matter other than the election of the chairman of the
meeting or the adjournment of the meeting that is made —
(i) by not less than 5 members having the right to vote at
the meeting;
(ii) by a member or members representing not less than
5% of the total voting rights of all the members
having the right to vote at the meeting; or
[Act 36 of 2014 wef 03/01/2016]

(iii) by a member or members holding shares in the

company conferring a right to vote at the meeting,
being shares on which an aggregate sum has been
paid up equal to not less than 5% of the total sum
paid up on all the shares conferring that right; or
[Act 36 of 2014 wef 03/01/2016]

(c) of requiring the instrument appointing a proxy or any other

document necessary to show the validity of or otherwise
relating to the appointment of a proxy to be received by the
company or any other person more than 72 hours before a

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333 CAP. 50 Companies 2006 Ed.

meeting or adjourned meeting in order that the

appointment may be effective thereat.
[Act 36 of 2014 wef 03/01/2016]

(1A) Notwithstanding subsection (1)(b), where any provision of the

constitution of a company incorporated before the date of
commencement of section 94 of the Companies (Amendment) Act
2014 is void under subsection (1)(b)(ii) or (iii), a demand for a poll on
any question or matter other than the election of the chairman of the
meeting or the adjournment of the meeting may be made —
(a) by a member or members representing not less than 5% of
the total voting rights of all the members having the right to
vote at the meeting; or
(b) by a member or members holding shares in the company
conferring a right to vote at the meeting, being shares on
which an aggregate sum has been paid up equal to not less
than 5% of the total sum paid up on all the shares
conferring that right.
[Act 36 of 2014 wef 03/01/2016]

(2) The instrument appointing a proxy to vote at a meeting of a

company shall be deemed to confer authority to demand or join in
demanding a poll, and for the purposes of subsection (1) a demand by
a person as proxy for a member of the company shall be deemed to be
the same as a demand by the member.
(3) A person entitled to vote on a poll at a meeting shall be deemed
to be a person entitled to vote for the purposes of this Act.
[Act 36 of 2014 wef 03/01/2016]

Quorum, chairman, voting, etc., at meetings

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

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2006 Ed. Companies CAP. 50 334
(c) in the case of a company having a share capital —
(i) on a show of hands, each member who is personally
present and entitled to vote shall have one vote; and
(ii) on a poll, each member shall have one vote in respect
of each share held by him and where all or part of the
share capital consists of stock or units of stock each
member shall have one vote in respect of the stock or
units of stock held by him which is or are or were
originally equivalent to one share; and
(d) in the case of a company not having a share capital every
member shall have one vote.
[Act 36 of 2014 wef 03/01/2016]

(2) On a poll taken at a meeting a person entitled to more than one

vote need not, if he votes, use all his votes or cast all the votes he uses
in the same way.
(3) A corporation may by resolution of its directors or other
governing body —
(a) if it is a member of a company, authorise such person as it
thinks fit to act as its representative either at a particular
meeting or at all meetings of the company or of any class of
members; or
(b) if it is a creditor, including a holder of debentures, of a
company, authorise such person as it thinks fit to act as its
representative either at a particular meeting or at all
meetings of any creditors of the company,
and a person so authorised shall, in accordance with his authority and
until his authority is revoked by the corporation, be entitled to
exercise the same powers on behalf of the corporation as the
corporation could exercise if it were an individual member, creditor
or holder of debentures of the company.
(4) Where —
(a) a person present at a meeting is authorised to act as the
representative of a corporation at the meeting by virtue of

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335 CAP. 50 Companies 2006 Ed.

an authority given by the corporation under subsection (3);

and
(b) the person is not otherwise entitled to be present at the
meeting as a member or proxy or as a corporate
representative of another member,
[Act 36 of 2014 wef 01/07/2015]

the corporation shall, for the purposes of subsection (1), be deemed to

be personally present at the meeting.
(5) Subject to section 41(8) and (9), a certificate under the seal of
the corporation shall be prima facie evidence of the appointment or of
the revocation of the appointment, as the case may be, of a
representative pursuant to subsection (3).
[13/87]

(6) Where a holding company is beneficially entitled to the whole

of the issued shares of a subsidiary and a minute is signed by a
representative of the holding company authorised pursuant to
subsection (3) stating that any act, matter, or thing, or any ordinary
or special resolution, required by this Act or by the constitution of the
subsidiary to be made, performed, or passed by or at an ordinary
general meeting or an extraordinary general meeting of the subsidiary
has been made, performed, or passed, that act, matter, thing, or
resolution shall, for all purposes, be deemed to have been duly made,
performed, or passed by or at an ordinary general meeting, or as the
case requires, by or at an extraordinary general meeting of the
subsidiary.
[Act 36 of 2014 wef 03/01/2016]

(7) Where by or under any provision of this Act any notice, copy of
a resolution or other document relating to any matter is required to be
lodged by a company with the Registrar, and a minute referred to in
subsection (6) is signed by the representative in pursuance of that
subsection and the minute relates to such a matter the company shall
within 14 days after the signing of the minute lodge a copy thereof
with the Registrar.
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 336
(8) For the purposes of this section, any reference to a member of a
company does not include the company itself where it is such a
member by virtue of its holding shares as treasury shares.
[21/2005]

As to member’s rights at meetings

180.—(1) A member shall, notwithstanding any provision in the
constitution of the company, have a right to attend any general
meeting of the company and to speak on any resolution before the
meeting.
(2) In the case of a company limited by shares, the holder of a share
may vote on a resolution before a general meeting of the company if,
in accordance with the provisions of section 64, the share confers on
the holder a right to vote on that resolution.
(3) In the case of a company other than a company limited by
shares, a member may vote on a resolution before a general meeting
of the company if the right to vote on that resolution is conferred on
the member under the constitution of the company.
(4) Notwithstanding subsection (2), a preference share issued after
15 August 1984 but before the date of commencement of section 96
of the Companies (Amendment) Act 2014 shall, in addition to any
other right conferred by this Act, carry the right in a poll at any
general meeting to at least one vote in respect of each such share held
during such period as the preferential dividend or any part thereof
remains in arrears and unpaid, such period starting from a date not
more than 12 months, or such lesser period as the constitution may
provide, after the due date of the dividend.
(5) For the purposes of subsection (4) —
(a) “preference share” means a share, by whatever name
called, which does not entitle the holder thereof —
(i) to the right to vote at a general meeting (except in the
circumstances specified in subsection (4)); or
(ii) to any right to participate beyond a specified amount
in any distribution whether by way of dividend, or on
redemption, in a winding up, or otherwise; and

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337 CAP. 50 Companies 2006 Ed.

(b) a dividend shall be deemed to be due on the date appointed

in the constitution for the payment of the dividend for any
year or other period or, if no such date is appointed, upon
the day immediately following the expiration of the year or
other period and whether or not such dividend shall have
been earned or declared.
[Act 36 of 2014 wef 03/01/2016]

Proxies
181.—(1) Subject to this section, a member of a company entitled
to attend and vote at a meeting of the company, or at a meeting of any
class of members of the company, shall be entitled to appoint another
person, whether a member or not, as his proxy to attend and vote
instead of the member at the meeting and a proxy appointed to attend
and vote instead of a member shall also have the same right as the
member to speak at the meeting.
[Act 36 of 2014 wef 03/01/2016]

(1A) Subject to this section, unless the constitution otherwise

provides —
(a) a proxy shall not be entitled to vote except on a poll;
(b) a member shall not be entitled to appoint more than
2 proxies to attend and vote at the same meeting; and
(c) where a member appoints 2 proxies, the appointments shall
be invalid unless he specifies the proportions of his
holdings to be represented by each proxy.
[Act 36 of 2014 wef 03/01/2016]

(1B) A member of a company entitled to attend and vote at a

meeting of the company held pursuant to an order of the Court under
section 210(1), or at any adjourned meeting under section 210(3), is,
unless the Court orders otherwise, entitled to appoint only one proxy
to attend and vote at the same meeting.
[Act 36 of 2014 wef 03/01/2016]

(1C) Except where subsection (1B) applies, a member of a

company having a share capital who is a relevant intermediary
may appoint more than 2 proxies in relation to a meeting to exercise
all or any of his rights to attend and to speak and vote at the meeting,
but each proxy must be appointed to exercise the rights attached to a

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2006 Ed. Companies CAP. 50 338
different share or shares held by him (which number and class of
shares shall be specified).
[Act 36 of 2014 wef 03/01/2016]

(1D) A proxy appointed under subsection (1C) shall at a meeting

have the right to vote on a show of hands.
[Act 36 of 2014 wef 03/01/2016]

(2) In every notice calling a meeting of a company or a meeting of

any class of members of a company there shall appear with
reasonable prominence a statement as to the rights of the member
to appoint a proxy or proxies to attend and vote instead of the
member, and that a proxy need not also be a member; and if default is
made in complying with this subsection as respects any meeting,
every officer of the company who is in default shall be guilty of an
offence.
[Act 36 of 2014 wef 03/01/2016]

(3) Any person who authorises or permits an invitation to appoint as

proxy a person or one of a number of persons specified in the
invitation to be issued at the company’s expense to some only of the
members entitled to be sent a notice of the meeting and to vote thereat
by proxy shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $2,000.
[15/84]

(4) No person shall be guilty of an offence under subsection (3) by

reason only of the issue to a member at his request of a form of
appointment naming the proxy or a list of persons willing to act as
proxies if the form or list is available on request in writing to every
member entitled to vote at the meeting by proxy.
(5) Any person who authorises or permits an invitation to appoint as
proxy a person or one of a number of persons specified in the
invitation to be issued or circulated shall be guilty of an offence
unless the invitation is accompanied by a form of proxy which shall
entitle the member to direct the proxy to vote either for or against the
resolution.
(6) In this section, “relevant intermediary” means —
(a) a banking corporation licensed under the Banking Act
(Cap. 19) or a wholly-owned subsidiary of such a banking

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339 CAP. 50 Companies 2006 Ed.

corporation, whose business includes the provision of

nominee services and who holds shares in that capacity;
(b) a person holding a capital markets services licence to
provide custodial services under the Securities and Futures
Act (Cap. 289) and who holds shares in that capacity; or
[Act 4 of 2017 wef 08/10/2018]

(c) the Central Provident Fund Board established by the

Central Provident Fund Act (Cap. 36), in respect of shares
purchased under the subsidiary legislation made under that
Act providing for the making of investments from the
contributions and interest standing to the credit of
members of the Central Provident Fund, if the Board
holds those shares in the capacity of an intermediary
pursuant to or in accordance with that subsidiary
legislation.
[Act 36 of 2014 wef 03/01/2016]

Power of Court to order meeting

182. If for any reason it is impracticable to call a meeting in any
manner in which meetings may be called or to conduct the meeting in
the manner prescribed by the constitution or this Act, the Court may,
either of its own motion or on the application of any director or of any
member who would be entitled to vote at the meeting or of the
personal representative of any such member, order a meeting to be
called, held and conducted in such manner as the Court thinks fit, and
may give such ancillary or consequential directions as it thinks
expedient, including a direction that one member present in person or
by proxy shall be deemed to constitute a meeting or that the personal
representative of any deceased member may exercise all or any of the
powers that the deceased member could have exercised if he were
present at the meeting.
[Act 36 of 2014 wef 03/01/2016]

Circulation of members’ resolutions, etc.

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

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2006 Ed. Companies CAP. 50 340
(a) give to members of the company entitled to receive notice
of the next annual general meeting notice of any resolution
which may properly be moved and is intended to be moved
at that meeting or (if the resolution is proposed to be passed
by written means under section 184A) for which
agreement is sought; and
(b) circulate to members entitled to have notice of any general
meeting sent to them any statement of not more than 1,000
words with respect to the matter referred to in any
proposed resolution or the business to be dealt with at
that meeting.
[8/2003]

(2) The number of members necessary for a requisition under

subsection (1) shall be —
(a) any number of members representing not less than 5% of
the total voting rights of all the members having at the date
of the requisition a right to vote at the meeting to which the
requisition relates; or
(b) not less than 100 members holding shares in the company
on which there has been paid up an average sum, per
member, of not less than $500.
(3) Subject to subsection (3A), notice of a resolution referred to in
subsection (1) shall be given, and any statement so referred to shall be
circulated, to members of the company entitled to have notice of the
meeting sent to them by serving on each member, in any manner
permitted for service of the notice of the meeting, a copy of the
resolution and statement.
[8/2003]

(3A) Where the resolution is proposed to be passed by written

means under section 184A, the notice of the resolution and statement
shall be given and circulated to members of the company entitled to
have notice of the meeting sent to them by serving on each
member —
(a) a copy of the resolution and statement; and

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341 CAP. 50 Companies 2006 Ed.

(b) a notification that formal agreement to the resolution is

being sought under section 184A.
[8/2003; 5/2004]

(3B) Notice of the resolution shall be given to any other member of

the company by serving on him notice of the general effect of the
resolution in any manner permitted for giving him notice of meetings
of the company.
[8/2003]

(3C) Except where the resolution is proposed to be passed by

written means under section 184A, the copy of the resolution referred
to in subsection (3) shall be served, or notice of the general effect of
the resolution referred to in subsection (3B) shall be given, as the case
may be, in the same manner and, so far as practicable, at the same
time as notice of the meeting and, where it is not practicable for it to
be served or given at that time, it shall be served or given as soon as
practicable thereafter.
[8/2003]

(4) Subject to subsection (4A), a company shall not be bound under

this section to give notice of any resolution or to circulate any
statement unless —
(a) a copy of the requisition signed by the requisitionists, or 2
or more copies which between them contain the signatures
of all the requisitionists, is deposited at the registered
office of the company —
(i) in the case of a requisition requiring notice of a
resolution, not less than 6 weeks before the meeting;
and
(ii) in the case of any other requisition, not less than one
week before the meeting; and
(b) there is deposited or tendered with the requisition a sum
reasonably sufficient to meet the company’s expenses in
giving effect thereto,
but if, after a copy of a requisition requiring notice of a resolution has
been deposited at the registered office of the company, an annual
general meeting is called for a date 6 weeks or less after the copy has
been deposited, the copy though not deposited within the time

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2006 Ed. Companies CAP. 50 342
required by this subsection shall be deemed to have been properly
deposited for the purposes thereof.
[8/2003]

(4A) A company shall not be bound under this section to give notice
of any resolution which is proposed to be passed by written means
under section 184A, or to circulate any statement relating thereto,
unless —
(a) the requisition setting out the text of the resolution and the
statement is received by a director of the company in
legible form or a permitted alternative form; and
(b) the notice states that formal agreement to the resolution is
sought under section 184A.
[8/2003]

(4B) Where the requisition under subsection (4A)(a) requests that

the date of its receipt by a company be notified to a specified person,
the directors shall, without delay after it is first received by a director
in legible form or a permitted alternative form, notify that person of
the date when it was first so received.
[8/2003]

(5) The company shall not be bound under this section to circulate
any statement if, on the application either of the company or of any
other person who claims to be aggrieved, the Court is satisfied that the
rights conferred by this section are being abused to secure needless
publicity for defamatory matter and the Court may order the
company’s costs on an application under this section to be paid in
whole or in part by the requisitionists, notwithstanding that they are
not parties to the application.
(6) Notwithstanding anything in the company’s constitution, the
business which may be dealt with at an annual general meeting shall
include any resolution of which notice is given in accordance with
this section, and for the purposes of this subsection notice shall be
deemed to have been so given notwithstanding the accidental
omission, in giving it, of one or more members.
[Act 36 of 2014 wef 03/01/2016]

(7) In the event of any default in complying with this section, the
company and every officer of the company who is in default shall be

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343 CAP. 50 Companies 2006 Ed.

guilty of an offence and shall be liable on conviction to a fine not

exceeding $5,000.
[15/84]

(8) For the purposes of this section, something is “in legible form or
a permitted alternative form” if, and only if, it is sent or otherwise
supplied —
(a) in a form (such as a paper document) that is legible before
being sent or otherwise supplied and does not change form
during that process; or
(b) in another form that —
(i) is currently agreed between the company and the
person as a form in which the thing may be sent or
otherwise supplied to the company; and
(ii) is such that documents sent or supplied in that form
can (where particular conditions are met) be received
in legible form or be made legible following receipt
in non-legible form.
[5/2004]

Special resolutions
184.—(1) A resolution shall be a special resolution when it has
been passed by a majority of not less than three-fourths of such
members as, being entitled to do so, vote in person or, where proxies
are allowed, by proxy present at a general meeting of which —
(a) in the case of a private company, not less than 14 days’
written notice; or
(b) in the case of a public company, not less than 21 days’
written notice,
specifying the intention to propose the resolution as a special
resolution has been duly given.
[8/2003]

(2) Notwithstanding subsection (1), if it so agreed by a majority in

number of the members having the right to attend and vote at the
meeting, being a majority which together holds not less than 95% of
the total voting rights of all the members having a right to vote at that
meeting, a resolution may be proposed and passed as a special

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2006 Ed. Companies CAP. 50 344
resolution at a meeting of which written notice of a period less than
that required under subsection (1) has been given.
[8/2003; 21/2005]

(3) At any meeting at which a special resolution is submitted a

declaration of the chairman that the resolution is carried shall unless a
poll is demanded be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour of or against
the resolution.
(4) At any meeting at which a special resolution is submitted a poll
shall be deemed to be effectively demanded if demanded —
(a) by such number of members for the time being entitled
under the constitution to vote at the meeting as is specified
in the constitution, but it shall not in any case be necessary
for more than 5 members to make the demand;
[Act 36 of 2014 wef 03/01/2016]

(b) if no such provision is made by the constitution, by 3

members so entitled, or by one or 2 members so entitled,
if —
(i) that member holds or those 2 members together hold
not less than 10% of the total number of paid-up
shares of the company (excluding treasury shares);
or
(ii) that member represents or those 2 members together
represent not less than 10% of the total voting rights
of all the members having a right to vote at that
meeting.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(4A) For the purposes of subsection (4), any reference to a member

does not include a reference to a company itself where it is registered
as a member.
[21/2005]

(5) In computing the majority on a poll demanded on the question

that a special resolution be passed reference shall be had to the
number of votes cast for and against the resolution and to the number

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345 CAP. 50 Companies 2006 Ed.

of votes to which each member is entitled by this Act or the

constitution of the company.
[Act 36 of 2014 wef 03/01/2016]

(6) For the purposes of this section, notice of a meeting shall be

deemed to be duly given and the meeting shall be deemed to be duly
held when the notice is given and the meeting held in the manner
provided by this Act or by the constitution.
[Act 36 of 2014 wef 03/01/2016]

(7) Any extraordinary resolution, duly and appropriately passed

before 29th December 1967 shall for the purposes of this Act be
treated as a special resolution.
[S 258/67]

(8) Where in the case of a company incorporated before

29th December 1967 any matter is required or permitted to be
done by extraordinary resolution that matter may be done by special
resolution.

Passing of resolutions by written means

184A.—(1) Notwithstanding any other provision of this Act, a
private company or an unlisted public company may pass any
resolution by written means in accordance with the provisions of this
section and sections 184B to 184F.
[8/2003]
[Act 36 of 2014 wef 03/01/2016]

(2) Subsection (1) shall not apply to a resolution referred to in

section 175A(1)(a) or a resolution for which special notice is
required.
[8/2003]
[Act 15 of 2017 wef 31/08/2018]

(3) A special resolution is passed by written means if the resolution

indicates that it is a special resolution and if it has been formally
agreed on any date by one or more members of the company who on
that date represent —
(a) at least 75%; or
(b) if the constitution of the company requires a greater
majority for that resolution, that greater majority,
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 346
of the total voting rights of all the members who on that date would
have the right to vote on that resolution at a general meeting of the
company.
[8/2003]

(4) An ordinary resolution is passed by written means if the

resolution does not indicate that it is a special resolution and if it has
been formally agreed on any date by one or more members of the
company who on that date represent —
(a) a majority; or
(b) if the constitution of the company requires a greater
majority for that resolution, that greater majority,
[Act 36 of 2014 wef 03/01/2016]

of the total voting rights of all the members who on that date would
have the right to vote on that resolution at a general meeting of the
company.
[8/2003]

(4A) A resolution referred to in section 76(9B)(e) is passed by

written means if the resolution indicates that it is a resolution referred
to in that provision and if it has been formally agreed on any date by
all the members of the company who on that date would have the right
to vote on that resolution at a general meeting of the company.
[21/2005]

(5) For the purposes of this section, a resolution of a company is

formally agreed by a member if —
(a) the company receives from the member (or his proxy if this
is allowed) a document that —
(i) is given to the company in legible form or a
permitted alternative form;
(ii) indicates the member’s agreement (or agreement on
his behalf) to the resolution by way of the member’s
signature (or his proxy’s signature if that is allowed),
or such other method as the constitution may
provide; and
[Act 36 of 2014 wef 03/01/2016]

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347 CAP. 50 Companies 2006 Ed.

(iii) includes the text of the resolution or otherwise makes

clear that it is that resolution that is being agreed to;
and
(b) the member (or his proxy) had a legible text of the
resolution before giving that document.
[8/2003]

(6) Nothing in subsection (3), (4) or (4A) shall be construed as

requiring the requisite number of members to formally agree to the
resolution on a single day.
[8/2003; 21/2005]

(6A) For the purposes of this section, something is “in legible form
or a permitted alternative form” if, and only if, it is sent or otherwise
supplied —
(a) in a form (such as a paper document) that is legible before
being sent or otherwise supplied and does not change form
during that process; or
(b) in another form that —
(i) is currently agreed between the company and the
person as a form in which the thing may be sent or
otherwise supplied to the company; and
(ii) is such that documents sent or supplied in that form
can (where particular conditions are met) be received
in legible form or be made legible following receipt
in non-legible form.
[5/2004]

(7) Any reference in this Act or any other law to the passing or
making of a resolution, or the passing or making of a resolution at a
meeting, includes a reference to the passing of the resolution by
written means in accordance with this section.
[8/2003]

(8) Any reference in this Act or any other law to the doing of
anything at a general meeting of a company includes a reference to
the passing of a resolution authorising the doing of that thing by
written means in accordance with this section.
[8/2003]

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2006 Ed. Companies CAP. 50 348
(9) In this section and sections 184B to 184F, “unlisted public
company” means a public company the securities of which are not
listed for quotation or quoted on an approved exchange in Singapore
or any securities exchange outside Singapore.
[Act 4 of 2017 wef 08/10/2018]
[Act 36 of 2014 wef 03/01/2016]

Requirements for passing of resolutions by written means

184B.—(1) A resolution of a private company or an unlisted public
company may only be passed by written means if —
(a) either —
(i) agreement to the resolution was first sought by the
directors of the company in accordance with
section 184C; or
(ii) a requisition for that resolution was first given to the
company in accordance with section 183 and, by
reason of that notice, the documents referred to in
section 183(3A) in respect of the resolution were
served on members of the company in accordance
with section 183(3A);
(b) the constitution of the company does not prohibit the
passing of resolutions (either generally or for the purpose
in question) by written means; and
[Act 36 of 2014 wef 03/01/2016]

(c) all conditions in the company’s constitution relating to the

passing of the resolution by written means are met.
[8/2003; 5/2004]
[Act 36 of 2014 wef 03/01/2016]

(2) Any resolution that is passed in contravention of subsection (1)

shall be invalid.
[8/2003]

Where directors seek agreement to resolution by written means

184C.—(1) The directors of a private company or an unlisted
public company who wish to seek agreement to a resolution of the
company and for it to be passed by written means shall send to each

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349 CAP. 50 Companies 2006 Ed.

member, having the right to vote on that resolution at a general

meeting, a copy of the text of the resolution.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(2) As far as practicable, the directors shall comply with

subsection (1) as respects every member at the same time and
without delay.
[8/2003]

(3) Without prejudice to any other means of complying with

subsections (1) and (2), the directors shall have complied with those
subsections if they secure that the same paper document containing
the text of the resolution is sent without delay to each member in turn.
[8/2003]

(4) Subject to section 184D, if the resolution is passed before the

directors have complied with subsection (1) as respects every
member, that fact shall not affect the validity of the resolution or
any obligation already incurred by the directors under subsections (1)
and (2).
[8/2003]

Members may require general meeting for resolution

184D.—(1) Any member or members of a private company or an
unlisted public company representing at least 5% of the total voting
rights of all the members having the right to vote on a resolution at a
general meeting of the company may, within 7 days after —
(a) the text of the resolution has been sent to him or them in
accordance with section 184C; or
(b) the documents referred to in section 183(3A) in respect of
the resolution have been served on him or them,
as the case may be, give notice to the company requiring that a
general meeting be convened for that resolution.
[8/2003; 5/2004]
[Act 36 of 2014 wef 03/01/2016]

(2) Where notice is given under subsection (1) —

(a) the resolution is invalid even though it may have in the
meantime been passed in accordance with section 184A;
and

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2006 Ed. Companies CAP. 50 350
(b) the directors shall proceed to convene a general meeting
for the resolution.
[8/2003]

Period for agreeing to written resolution

184DA.—(1) Unless the constitution of a company otherwise
provides, a resolution proposed to be passed by written means
lapses if it is not passed before the end of the period of 28 days
beginning with the date on which the written resolution is circulated
to the members of the company.
(2) The agreement to a resolution is ineffective if indicated after the
expiry of that period.
[Act 36 of 2014 wef 03/01/2016]

Company’s duty to notify members that resolution passed by

written means
184E.—(1) Where a resolution of a private company or an unlisted
public company is passed by written means, the company shall —
(a) notify every member that it has been passed; and
(b) do so within 15 days from the earliest date on which a
director or secretary of the company is aware that it has
been passed.
[8/2003]
[Act 36 of 2014 wef 03/01/2016]

(2) Non-compliance with this section shall not render the resolution
invalid.
[8/2003]

Recording of resolutions passed by written means

184F.—(1) Where a resolution of a private company or an unlisted
public company is passed by written means, the company shall cause
a record of the resolution, and the indication of each member’s
agreement (or agreement on his behalf) to it, to be entered in a book in
the same way as minutes of proceedings of a general meeting of the
company.
[8/2003]
[Act 36 of 2014 wef 03/01/2016]

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351 CAP. 50 Companies 2006 Ed.

(2) Non-compliance with subsection (1) shall not render the

resolution invalid.
[8/2003]

(3) Any such record, if purporting to be signed by a director or the

secretary of the company, is evidence of the proceedings in passing
the resolution.
[8/2003]

(4) Where a record is made in accordance with this section, then,

until the contrary is proved, the requirements of this Act with respect
to those proceedings shall be deemed to have been complied with.
[8/2003]

(5) Section 189 applies in relation to a record made in accordance

with this section as it applies in relation to minutes of proceedings of a
general meeting.
[8/2003]

Resolutions of one member companies

184G.—(1) Notwithstanding anything in this Act, a company that
has only one member may pass a resolution by the member recording
the resolution and signing the record.
[5/2004]

(2) If this Act requires information or a document relating to the

resolution to be lodged with the Registrar, that requirement is
satisfied by lodging the information or document with the resolution
that is passed.
[5/2004]

Resolution requiring special notice

185. Where by this Act special notice is required of a resolution, the
resolution shall not be effective unless notice of the intention to move
it has been given to the company not less than 28 days before the
meeting at which it is moved, and the company shall give its members
notice of any such resolution at the same time and in the same manner
as it gives notice of the meeting or, if that is not practicable, shall give
them notice thereof, in any manner allowed by the constitution, not
less than 14 days before the meeting, but if after notice of the
intention to move such a resolution has been given to the company, a
meeting is called for a date 28 days or less after the notice has been

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2006 Ed. Companies CAP. 50 352
given, the notice, although not given to the company within the time
required by this section, shall be deemed to be properly given.
[Act 36 of 2014 wef 03/01/2016]

Registration and copies of certain resolutions

186.—(1) A copy of —
(a) every special resolution; and
(b) every resolution, including any resolution passed under
section 175A(1)(a), which effectively binds any class of
shareholders whether agreed to by all the members of that
class or not,
shall, except where otherwise expressly provided by this Act within
14 days after the passing or making thereof, be lodged by the
company with the Registrar.
[Act 36 of 2014 wef 03/01/2016]
[Act 15 of 2017 wef 31/08/2018]

(2) Where the constitution of a company has not been registered a

printed copy of every resolution to which this section applies shall be
forwarded to any member at his request on payment of $1 or such less
sum as the company directs.
[8/2003]
[Act 36 of 2014 wef 03/01/2016]

(3) In the event of any default in complying with subsection (1) 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 $1,000 and also to a default penalty.
[15/84]

(4) In the event of any default in complying with subsection (2) 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 of $50
for each copy in respect of which default is made.
[15/84]

Resolutions at adjourned meetings

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

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353 CAP. 50 Companies 2006 Ed.

Minutes of proceedings
188.—(1) Every company shall cause —
(a) minutes of all proceedings of general meetings and of
meetings of its directors and of its chief executive officers,
if any, to be entered in books kept for that purpose within
one month of the date upon which the relevant meeting was
held; and
[Act 36 of 2014 wef 03/01/2016]

(b) those minutes to be signed by the chairman of the meeting

at which the proceedings were had or by the chairman of
the next succeeding meeting.
(2) Any minutes so entered that purports to be signed as provided in
subsection (1) shall be evidence of the proceedings to which they
relate, unless the contrary is proved.
[5/2004]

(3) Where minutes have been so entered and signed, then, until the
contrary is proved —
(a) the meeting shall be deemed to have been duly held and
convened;
(b) all proceedings had thereat shall be deemed to have been
duly had; and
(c) all appointments of officers or liquidators made thereat
shall be deemed to be valid.
(3A) Every company shall keep minute books in which it shall
cause to be entered the following matters:
(a) if the company has only one director —
(i) the passing of resolutions by that director; and
(ii) the making of declarations by that director;
(b) resolutions passed by written means under section 184A,
within one month of the passing or making of each resolution or
declaration.
[5/2004]

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2006 Ed. Companies CAP. 50 354
(3B) The company shall ensure that minutes of the passing of a
resolution referred to in subsection (3A)(b) are signed by a director
within a reasonable time after the resolution is passed.
[5/2004]

(3C) The director of a company with only one director who has
passed a resolution or made a declaration shall sign the minutes
thereof within a reasonable time after the resolution is passed or the
declaration is made.
[5/2004]

(3D) Minutes entered in accordance with subsection (3A) and

purportedly signed in accordance with subsection (3B) or (3C) (as the
case may be) shall be evidence of the resolution or declaration to
which they relate, unless the contrary is proved.
[5/2004]

(4) 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 and also to a default penalty.
[15/84]

Inspection of minute books

189.—(1) The books referred to in section 188(1) and (3A) shall be
kept by the company at the registered office or the principal place of
business in Singapore of the company, and shall be open to the
inspection of any member without charge.
[5/2004]

(2) Any member shall be entitled to be furnished within 14 days

after he has made a request in writing in that behalf to the company
with a copy of any minutes specified in section 188(1) or (3A) at a
charge not exceeding $1 for every page thereof.
[15/84; 5/2004]

(2A) Subsection (1) shall not apply to books containing minutes of

proceedings of meetings of a company’s directors and of its chief
executive officers, or (as the case may be) books containing minutes
of the passing of resolutions and the making of declarations by the

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355 CAP. 50 Companies 2006 Ed.

director of a company that has only one director; and subsection (2)
shall not apply to any of those minutes.
[28/2004]
[Act 36 of 2014 wef 03/01/2016]

(3) If any copy required under this section is not so furnished 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 $400 and also to a default penalty.
[15/84]

Division 4 — Register of members kept by public company

[Act 36 of 2014 wef 03/01/2016]

Application and interpretation of Division

189A.—(1) This Division shall apply only in relation to a public
company.
(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).
[Act 36 of 2014 wef 03/01/2016]

Register and index of members of public companies

190.—(1) Every public company shall 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

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2006 Ed. Companies CAP. 50 356
(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.
[Act 36 of 2014 wef 03/01/2016]

(2) Notwithstanding 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 shall 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).
[Act 36 of 2014 wef 03/01/2016]

(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)
shall 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 shall be
disregarded for the purposes of subsections (1)(a) and (2).
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(3) Notwithstanding 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 he specifically
requests the names and particulars of former members.
[Act 36 of 2014 wef 03/01/2016]

(4) The register of members shall be 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 shall,
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 shall, within 14 days after the date on which any

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357 CAP. 50 Companies 2006 Ed.

alteration is made in the register of members, make any necessary

alteration in the index.
[Act 36 of 2014 wef 03/01/2016]

(6) The index shall 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.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

Where register to be kept

191.—(1) The register of members and index, if any, shall 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.
[Act 36 of 2014 wef 03/01/2016]

(2) Every public company shall, 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 shall, 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.
[Act 36 of 2014 wef 03/01/2016]

(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.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 358
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.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(2) The register and index shall 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.
[Act 36 of 2014 wef 03/01/2016]

(3) Any member or other person may request the public company to
furnish him 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 shall 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.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

(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.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

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 his 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 he were an officer of the company
who was in default, and the power of the Court under section 399

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359 CAP. 50 Companies 2006 Ed.

shall extend to the making of orders against that other person and his
officers and employees.
[Act 36 of 2014 wef 03/01/2016]

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.
[Act 36 of 2014 wef 03/01/2016]

(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 his 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
[Act 36 of 2014 wef 03/01/2016]

(b) generally, any question necessary or expedient to be

decided for the rectification of the register.
(3) The Court when making an order for rectification of the register
shall 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 shall be entertained by the Court.

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2006 Ed. Companies CAP. 50 360
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 shall in
respect of that share be subject to the same liabilities and no more as
he would have been subject to if the share had remained registered in
the name of the deceased person.
[Act 15 of 2017 wef 31/03/2017]

(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 shall in respect of the share be
subject to the same liabilities and no more as he would have been
subject to if the share had been registered in the name of the deceased
person.
[Act 15 of 2017 wef 31/03/2017]

(3) Shares in a company registered in a register and held by a trustee

in respect of a particular trust shall 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.
[Act 15 of 2017 wef 31/03/2017]

(4) Subject to this section, no notice of any trust expressed, implied

or constructive shall be entered in a register or be receivable by the
Registrar and no liabilities shall be affected by anything done in
pursuance of subsection (1), (2) or (3) or pursuant to the law of any
other place which corresponds to this section and the company
concerned shall not be affected by notice of any trust by anything so
done.
[Act 15 of 2017 wef 31/03/2017]
[Act 15 of 2017 wef 31/03/2017]

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361 CAP. 50 Companies 2006 Ed.

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 shall be deemed to be part of the company’s register of
members.
[Act 36 of 2014 wef 03/01/2016]

(2) The public company shall 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 shall be lodged within 14 days after the opening
of the office or of the change or discontinuance, as the case may be.
[Act 36 of 2014 wef 03/01/2016]

(3) A branch register shall be kept in the same manner in which the
principal register is by this Act required to be kept.
(4) The public company shall 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 shall cause to be kept at
that office duly entered up from time to time a duplicate of its branch
register, which shall for all purposes of this Act be deemed to be part
of the principal register.
[Act 36 of 2014 wef 03/01/2016]

(5) Subject to this section with respect to the duplicate register, the
shares registered in a branch register shall be distinguished from the
shares registered in the principal register, and no transaction with
respect to any shares registered in a branch register shall 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 shall be transferred to some other
branch register kept by the company in the same place or to the
principal register.
[Act 36 of 2014 wef 03/01/2016]

(7) This section shall apply to all public companies incorporated in

Singapore.
[Act 36 of 2014 wef 03/01/2016]

(8) If by virtue of the law in force in any other country any

corporation incorporated under that law keeps in Singapore a branch

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2006 Ed. Companies CAP. 50 362
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 shall, subject to any
modifications specified in the order, apply 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 shall apply accordingly.
[13/87]

(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.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

Division 4A — Electronic register of members kept by Registrar

Electronic register of members
196A.—(1) On and after the date of commencement of section 110
of the Companies (Amendment) Act 2014, the Registrar shall, in
respect of every private company, keep and maintain an electronic
register of members of that company containing such information
notified to the Registrar on or after that date.
(2) The electronic register of members of a private company shall
be kept in such form as the Registrar may determine and shall
contain —
(a) the following information:
(i) the names of the members;
(ii) the addresses of the members;
(iii) in the case of a company having a share capital —
(A) a statement of the shares held by each member
of the amount paid or agreed to be considered
as paid on the shares of each member; and

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(B) the date of every allotment of shares to

members (including any deemed allotment as
defined in section 63(3)) and the number of
shares comprised in each allotment;
(iv) the date on which the name of each person was
entered in the register as a member; and
(v) the date on which any person who ceased to be a
member during the previous 7 years so ceased to be a
member; and
(b) any change to the information referred to in
paragraph (a)(i), (ii) and (iii) that occurs on or after the
date of commencement of section 110 of the Companies
(Amendment) Act 2014.
(3) Where a private company has converted any of its shares into
stock and the company notifies the Registrar of this fact, the register
shall 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 (2)(a).
(4) Particulars of any change in the information referred to in
subsection (2) shall be given to the Registrar where a private
company purchases one or more of its shares or stocks in
circumstances in which section 76H applies unless the company
cancels all the shares or stocks immediately after the purchase in
accordance with section 76K(1).
(5) The Registrar shall update the electronic register of members in
accordance with any change that is required or authorised by any
provision of this Act to be lodged with the Registrar, including
section 31(1), 63(1), 70(6), 71(1B), 74A(3), 76B(7), 76K(1A), 126(2)
or 128(1)(a).
(6) An entry in the register of members required to be kept by the
Registrar under this section is prima facie evidence of the truth of any
matters which are by this Act directed or authorised to be entered or
inserted in the register of members.
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 364
Information to be provided by pre-existing private companies
196B.—(1) A private company incorporated, or converted from a
public company, before the date of commencement of section 110 of
the Companies (Amendment) Act 2014 shall lodge with the Registrar
the information necessary to be included in the company’s electronic
register of members under section 196A within the earlier of the
following dates:
(a) 6 months after the date of commencement of section 110 of
the Companies (Amendment) Act 2014; or
(b) the date on which the first return under section 197 is
required to be lodged with the Registrar after the date of
commencement of section 110 of the Companies
(Amendment) Act 2014.
(2) If a private company to which subsection (1) applies fails to
lodge any of the information that it is required to lodge under that
subsection, the Registrar may, in place of the omitted information,
enter in the electronic register of members the corresponding
information contained in the register of members kept by the
company under section 190 in force immediately before the date of
commencement of section 110 of the Companies (Amendment) Act
2014.
(3) The Registrar may extend the time for furnishing the
information under subsection (1) if the Registrar considers it fair
and reasonable to do so in the circumstances of the case.
[Act 36 of 2014 wef 03/01/2016]

Application of sections 194 and 195

196C.—(1) Section 194 shall apply in respect of the electronic
register of members of a private company required to be kept by the
Registrar under section 196A as if a reference to a register under
section 194 referred to the electronic register of members of the
private company in question.
(2) Section 195 shall apply in respect of the electronic register of
members of a private company required to be kept by the Registrar
under section 196A but with the following modifications:

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365 CAP. 50 Companies 2006 Ed.

(a) a reference to a register under section 194 refers to the

electronic register of members of the private company in
question;
(b) the reference to any branch register were omitted; and
(c) the company is required to notify the Registrar of any
request made by a trustee under section 195(3) for the
relevant shares to be marked in the electronic register of
members as to identify the shares being held in respect of a
trust within 14 days after the request.
[Act 36 of 2014 wef 03/01/2016]

Maintenance of old register of members

196D.—(1) Subject to subsections (2) and (3), a private company
incorporated, or which was converted from a public company before
the date of commencement of section 110 of the Companies
(Amendment) Act 2014 (referred to in this section as the appointed
day) shall —
(a) continue to keep any branch register of members under
section 196 in force immediately before the appointed day
for a period of 7 years after that day; and
(b) continue to keep its register of members under
section 190(1) in force immediately before the appointed
day for a period of 7 years after the last member referred to
in the register ceases to be a member of the company.
(2) A private company is not required to update the branch register
or the register of members required to be kept under subsection (1)
with any changes in the particulars therein that occurred on or after
the date on which the company furnishes the information required to
be furnished to the Registrar under section 196B(1).
(3) Until the expiry of the period for which any branch register and
register of members is required to be kept under subsection (1) but
subject to subsection (2) —
(a) sections 190, 191, 192(2), (3) and (4), 194, 195 and 196 in
force immediately before the appointed day shall, with the
necessary modifications, continue to apply in relation to

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2006 Ed. Companies CAP. 50 366
the branch register and register of members required to be
kept under subsection (1); and
(b) any non-compliance with the sections referred to in
paragraph (a) may be dealt with and punished in
accordance with those provisions as if they were in force
immediately before the appointed day.
[Act 36 of 2014 wef 03/01/2016]

Division 5 — Annual return

Annual return by companies
197.—(1) Every company, other than a company mentioned in
subsection (1A), must lodge a return with the Registrar after its
annual general meeting —
(a) in the case of a listed company, within 5 months after the
end of its financial year; and
(b) in any other case, within 7 months after the end of its
financial year.
[Act 15 of 2017 wef 31/08/2018]

(1A) A company having a share capital and keeping a branch

register in any place outside Singapore must lodge a return with the
Registrar after its annual general meeting —
(a) in the case of a listed company, within 6 months after the
end of its financial year; and
(b) in any other case, within 8 months after the end of its
financial year.
[Act 15 of 2017 wef 31/08/2018]

(1B) The Registrar may, if the Registrar thinks there are special
reasons to do so, extend any period within which a company must
lodge a return under subsection (1) or (1A) —
(a) upon an application by the company; or
(b) in respect of any prescribed class of companies.
[Act 15 of 2017 wef 31/08/2018]

(2) The return referred to in subsections (1) and (1A) —

(a) shall be in such form;

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367 CAP. 50 Companies 2006 Ed.

(b) shall contain such particulars and information; and

[Act 15 of 2017 wef 31/03/2017]

(c) shall be accompanied by such documents,

as may be prescribed.
[Act 15 of 2017 wef 31/08/2018]

(3) The particulars to be contained in, and the documents that are to
accompany, the return referred to in subsection (1) may differ
according to the class or description of company prescribed.
(4) If a private company is required under section 175A(4) to hold
an annual general meeting for a financial year after it has lodged its
annual return for that financial year, the company must lodge a notice
of the date on which the annual general meeting was held with the
Registrar within 14 days after that date.
[Act 15 of 2017 wef 31/08/2018]

(5) [Deleted by Act 15 of 2017 wef 31/08/2018]

(6) If a company fails to comply with this section, the company and
every officer of the company who is in default shall each be guilty of
an offence and shall each be liable on conviction to a fine not
exceeding $5,000 and also to a default penalty.
[Act 36 of 2014 wef 03/01/2016]

Financial year of company

198.—(1) Where a company is incorporated on or after the
appointed day —
(a) the company’s first financial year starts on the company’s
date of incorporation and, subject to subsection (4), ends
on the last day of the company’s first financial year as
furnished under section 19(1)(b); and
(b) each of the company’s subsequent financial years starts
immediately after the end of the previous financial year
and ends on the last day of a period of 12 months (or such
other regular interval as the Registrar may allow).
(2) A company’s first financial year must not be longer than
18 months unless the Registrar on the application of the company
otherwise approves.

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2006 Ed. Companies CAP. 50 368
(3) Where a company was incorporated before the appointed day —
(a) the last day of the financial year for the company’s first
financial year ending on or after the appointed day is —
(i) where the company had, before the appointed day,
lodged an annual return, or lodged a notification with
the Registrar informing the Registrar of the end of
the company’s financial year, the anniversary of the
last day of the financial year as indicated by the
company in the last annual return or last such
notification with the Registrar; or
(ii) where the company had not, before the appointed
day, lodged an annual return, or lodged a notification
with the Registrar informing the Registrar of the end
of the company’s financial year, the anniversary of
the date of incorporation of the company; and
(b) each of the company’s subsequent financial years starts
immediately after the end of the previous financial year
and ends on the last day of a period of 12 months (or such
other regular interval as the Registrar may allow).
(4) Despite subsections (1) and (3), but subject to subsections (5)
and (6), a company may by notice lodged with the Registrar in the
prescribed form specify a new date as the last day of the company’s
financial year to apply to its previous or current financial year.
(5) The Registrar’s approval must be obtained if the notice
mentioned in subsection (4) —
(a) results in a financial year being longer than 18 months; or
(b) is lodged less than 5 years after the end of an earlier
financial year that ended on a date on or after the appointed
day, if the end of that earlier financial year was changed
under this section.
(6) The notice under subsection (4) cannot specify a new date as the
last day of the company’s financial year —

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369 CAP. 50 Companies 2006 Ed.

(a) after the expiry of the period under section 175 within
which an annual general meeting of the company must be
held after that financial year;
(b) after the expiry of the period under section 197 within
which an annual return of the company must be lodged
with the Registrar after that financial year; or
(c) after the expiry of the period under section 203 within
which a copy of the financial statements, or consolidated
financial statements, balance-sheet, and documents
mentioned in section 203(1) are required to be sent to all
persons entitled to receive notice of general meetings of the
company.
(7) For the purposes of —
(a) subsection (3)(a)(i), where the last day of the financial year
of a company as indicated in the last annual return or in the
last notification with the Registrar informing the Registrar
of the last day of the company’s financial year falls on
29 February, the anniversary of that date in a year that is
not a leap year is to be taken as 28 February; and
(b) subsection (3)(a)(ii), where the date of incorporation of a
company falls on 29 February, the anniversary of that date
in a year that is not a leap year is to be taken as 28 February.
(8) In this section, “appointed day” means the date of
commencement of section 15 of the Companies (Amendment) Act
2017.
[Act 15 of 2017 wef 31/08/2018]

PART VI
FINANCIAL STATEMENTS AND AUDIT
[Act 36 of 2014 wef 01/07/2015]

Division 1 — Financial statements

[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 370
Accounting records and systems of control
199.—(1) Every company shall cause to be kept such accounting
and other records as will sufficiently explain the transactions and
financial position of the company and enable true and fair financial
statements and any documents required to be attached thereto to be
prepared from time to time, and shall cause those records to be kept in
such manner as to enable them to be conveniently and properly
audited.
[40/89]
[Act 36 of 2014 wef 01/07/2015]

(2) The company shall retain the records referred to in

subsection (1) for a period of not less than 5 years from the end of
the financial year in which the transactions or operations to which
those records relate are completed.
[2/2007 wef 01/03/2007]

(2A) Every public company and every subsidiary company of a

public company shall devise and maintain a system of internal
accounting controls sufficient to provide a reasonable assurance
that —
(a) assets are safeguarded against loss from unauthorised use
or disposition; and
(b) transactions are properly authorised and that they are
recorded as necessary to permit the preparation of true and
fair financial statements and to maintain accountability of
assets.
[40/89]
[Act 36 of 2014 wef 01/07/2015]
[Act 36 of 2014 wef 01/07/2015]

(3) The records referred to in subsection (1) shall be kept at the

registered office of the company or at such other place as the directors
think fit and shall at all times be open to inspection by the directors.
(4) If accounting and other records are kept by the company at a
place outside Singapore there shall be sent to and kept at a place in
Singapore and be at all times open to inspection by the directors such
statements and returns with respect to the business dealt with in the

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371 CAP. 50 Companies 2006 Ed.

records so kept as will enable to be prepared true and fair financial

statements and any documents required to be attached thereto.
[Act 36 of 2014 wef 01/07/2015]

(5) The Court may in any particular case order that the accounting
and other records of a company be open to inspection by a public
accountant acting for a director, but only upon an undertaking in
writing given to the Court that information acquired by the public
accountant during his inspection shall not be disclosed by him except
to that director.
[5/2004]

(6) 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 or to imprisonment for a term not exceeding 12 months and
also to a default penalty.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

200. [Repealed by Act 36 of 2014 wef 01/07/2015]

200A. [Repealed by Act 39/2007 wef 01/11/2007]

Financial statements and consolidated financial statements

201.—(1) The directors of every company must lay before the
company at its annual general meeting the financial statements for the
financial year in respect of which the annual general meeting is held.
[Act 15 of 2017 wef 31/08/2018]

(2) Subject to subsections (12) to (15), the financial statements

referred to in subsection (1) shall comply with the requirements of the
Accounting Standards and give a true and fair view of the financial
position and performance of the company.
(3) [Deleted by Act 15 of 2017 wef 31/08/2018]
(4) [Deleted by Act 15 of 2017 wef 31/08/2018]
(5) Subject to subsections (12) to (15), the directors of a company
that is a parent company at the end of its financial year need not
comply with subsection (1) but must cause to be made out and laid
before the company at its annual general meeting —

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2006 Ed. Companies CAP. 50 372
(a) consolidated financial statements dealing with the
financial position and performance of the group for the
financial year in respect of which the annual general
meeting is held; and
[Act 15 of 2017 wef 31/08/2018]

(b) a balance-sheet dealing with the state of affairs of the

parent company at the end of its financial year,
each of which complies with the requirements of the Accounting
Standards and gives a true and fair view of the matters referred to in
paragraph (a) or (b), as the case may be, so far as it concerns members
of the parent company.
(6) [Deleted by Act 15 of 2017 wef 31/08/2018]
(7) The directors shall (before the financial statements referred to in
subsection (1) and the balance-sheet referred to in subsection (5)(b)
are made out) take reasonable steps —
(a) to ascertain what action has been taken in relation to the
writing off of bad debts and the making of provisions for
doubtful debts and to cause all known bad debts to be
written off and adequate provision to be made for doubtful
debts;
(b) to ascertain whether any current assets (other than current
assets to which paragraph (a) applies) are unlikely to
realise in the ordinary course of business their value as
shown in the accounting records of the company and, if so,
to cause —
(i) those assets to be written down to an amount which
they might be expected so to realise; or
(ii) adequate provision to be made for the difference
between the amount of the value as so shown and the
amount that they might be expected so to realise; and
(c) to ascertain whether any non-current asset is shown in the
books of the company at an amount which, having regard
to its value to the company as a going concern, exceeds the
amount which would be recoverable over its useful life or
on its disposal and (unless adequate provision for writing

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373 CAP. 50 Companies 2006 Ed.

down that asset is made) to cause to be included in the

financial statements such information and explanations as
will prevent the financial statements from being
misleading by reason of the overstatement of the amount
of that asset.
(8) The financial statements shall be duly audited before they are
laid before the company at its annual general meeting as required by
this section, and the auditor’s report required by section 207 shall be
attached to or endorsed upon those financial statements.
(9) The directors of the company shall —
(a) take reasonable steps to ensure that the financial statements
are audited as required by this Part not less than 14 days
before the annual general meeting of the company, unless
all the persons entitled to receive notice of general
meetings of the company agree that the financial
statements may be audited as required by this Part less
than 14 days before the annual general meeting of the
company; and
(b) cause to be attached to those financial statements the
auditor’s report that is furnished to the directors under
section 207(1A).
(10) In subsections (8) and (9), “financial statements”, in relation to
a company, means —
(a) in the case where the company is not a parent company, the
financial statements required to be laid before the company
at its annual general meeting under subsection (1); or
(b) in the case where the company is a parent company, the
consolidated financial statements of the group and the
balance-sheet of the parent company required to be laid
before the company at its annual general meeting under
subsection (5).
(11) Where at the end of a financial year a company is the
subsidiary company of another corporation, the directors of the
company shall state in, or in a note as a statement annexed to, the
financial statements laid before the company at its annual general

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2006 Ed. Companies CAP. 50 374
meeting the name of the corporation which is its ultimate parent
corporation.
(12) The financial statements or consolidated financial statements
of a company need not comply with any requirement of the
Accounting Standards for the purposes of subsection (1) or (5), if
the company has obtained the approval of the Registrar to such non-
compliance.
(13) Where financial statements or consolidated financial
statements prepared in accordance with any requirement of the
Accounting Standards for the purposes of subsection (1) or (5), would
not give a true and fair view of any matter required by this section to
be dealt with in the financial statements or consolidated financial
statements, the financial statements or consolidated financial
statements need not comply with that requirement to the extent that
this is necessary for them to give a true and fair view of the matter.
(14) In the event of any non-compliance with a requirement of the
Accounting Standards referred to in subsection (13), there shall be
included in the financial statements or consolidated financial
statements, as the case may be —
(a) a statement by the auditor of the company that he agrees
that such non-compliance is necessary for the financial
statements or consolidated financial statements, as the case
may be, to give a true and fair view of the matter
concerned;
(b) particulars of the departure, the reason therefor and its
effect, if any; and
(c) such further information and explanations as will give a
true and fair view of that matter.
(15) The Minister may, by order published in the Gazette, in respect
of companies of a specified class or description, substitute other
accounting standards for the Accounting Standards, and the
provisions of this section and sections 207 and 209A shall apply
accordingly in respect of such companies.
(16) The financial statements laid before a company at its general
meeting (including any consolidated financial statements annexed to

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375 CAP. 50 Companies 2006 Ed.

the balance-sheet of a parent company) shall be accompanied, before

the auditor reports on the financial statements under this Part, by a
statement signed on behalf of the directors by 2 directors of the
company containing the information set out in the Twelfth Schedule.
(17) Any document (other than any financial statements or a
balance-sheet prepared in accordance with this Act) or advertisement
published, issued or circulated by or on behalf of a company (other
than a banking corporation) shall not contain any direct or indirect
representation that the company has any reserve unless the
representation is accompanied —
(a) if the reserve is invested outside the business of the
company — by a statement showing the manner in which
and the security upon which it is invested; or
(b) if the reserve is being used in the business of the
company — by a statement to the effect that the reserve
is being so used.
(18) The provisions of this Act relating to the form and content of
the statement of directors and the annual financial statements shall
apply to a banking corporation with such modifications and
exceptions as are determined either generally or in any particular
case by the Monetary Authority of Singapore established under
section 3 of the Monetary Authority of Singapore Act (Cap. 186).
(19) In respect of a company that is registered as a charity or
approved as an institution of a public character under the Charities
Act (Cap. 37), the requirements of this section as to the form and
content of a company’s financial statements or consolidated financial
statements being in compliance with the Accounting Standards shall
apply subject to any modification prescribed under section 13(1)(f) of
that Act in respect of such a company.
(20) For the purposes of subsections (1) and (5), a reference to the
preceding financial statements includes the profit and loss account,
balance-sheet and consolidated accounts required to be laid before
the company at its annual general meeting under section 201 in force
before the date of commencement of section 116 of the Companies
(Amendment) Act 2014.

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2006 Ed. Companies CAP. 50 376
(21) For the purposes of subsections (1) and (5), a reference to the
requirement to lay financial statements before a company includes
the laying of the profit and loss account, balance-sheet and
consolidated accounts prepared in accordance with section 201 in
force immediately before the date of commencement of section 116
of the Companies (Amendment) Act 2014, where such profit and loss
account, balance-sheet and consolidated accounts have been prepared
in respect of a financial year which ended before the date of
commencement of section 116 of the Companies (Amendment) Act
2014.
(22) Subsection (16) shall not apply to any company in respect of
any financial year which ended before the date of commencement of
section 116 of the Companies (Amendment) Act 2014; and
section 201(5) to (8), (11), (12) and (15) in force immediately
before that date shall continue to apply to such company for that
financial year.
(23) Without prejudice to the generality of section 197(2), a
company referred to in subsection (22) shall, when lodging a return
with the Registrar under section 197, attach a copy of the report
prepared in accordance with section 201(5) in force immediately
before the date of commencement of section 116 of the Companies
(Amendment) Act 2014.
[Act 36 of 2014 wef 01/07/2015]

Certain dormant companies exempted from duty to prepare

financial statements
201A.—(1) Subject to subsection (3), the directors of a dormant
relevant company are exempt from the requirements of section 201
for a financial year if the requirements set out in subsection (2) are
satisfied.
(2) The requirements referred to in subsection (1) are —
(a) the relevant company has been dormant —
(i) from the time of its formation; or
(ii) since the end of the previous financial year;

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(b) the directors of the relevant company have lodged with the
Registrar a statement by the directors that —
(i) the company has been dormant for the period set out
in paragraph (a)(i) or (ii), as the case may be;
(ii) no notice has been received under subsection (3) in
relation to the financial year; and
(iii) the accounting and other records required by this Act
to be kept by the company have been kept in
accordance with section 199; and
(c) the statement referred to in paragraph (b) has been lodged
with the Registrar at the same time that the annual return is
required to be lodged under section 197(1).
(3) A relevant person may by notice in writing require the directors
of a dormant relevant company to comply with any or all of the
requirements of section 201 in respect of a financial year but the
notice in writing must be issued to the directors not less than 3 months
before the end of the financial year.
(4) In subsection (3), “relevant person” means —
(a) the Registrar;
(b) one or more members holding not less than 5% of the total
number of issued shares of the company (excluding
treasury shares); or
(c) not less than 5% of the total number of members of the
company (excluding the company itself if it is registered as
a member).
(5) For the purposes of this section —
(a) “relevant company” means a company —
(i) which is not a listed company or a subsidiary
company of a listed company;
(ii) whose total assets at any time during the financial
year in question does not exceed —
(A) $500,000 in value; or

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2006 Ed. Companies CAP. 50 378
(B) such other amount as may be prescribed in
substitution by the Minister; and
(iii) which, if it is a parent company (which is not itself a
subsidiary company of another corporation), belongs
to a group the consolidated total assets of which at
any time during the financial year in question does
not exceed —
(A) $500,000 in value; or
(B) such other amount as may be prescribed in
substitution by the Minister; and
(b) section 205B(2) and (3) shall apply in determining whether
a relevant company is dormant.
(6) This section shall not apply to the directors of any company in
respect of a financial year which ended before the date of
commencement of section 117 of the Companies (Amendment) Act
2014 and the directors of such company shall prepare the accounts or
consolidated accounts for that financial year and lay the accounts or
consolidated accounts of the company at its annual general meeting
for that financial year, in accordance with Part VI in force
immediately before that date.
(7) Without prejudice to the generality of section 197(2), a
company referred to in subsection (6) shall, when lodging a return
with the Registrar under section 197, attach a copy of the accounts or
consolidated accounts so prepared.
[Act 36 of 2014 wef 03/01/2016]

Retention of documents laid before company at annual general

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

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commencement of section 117 of the Companies

(Amendment) Act 2014; or
(b) in respect of any financial year for which the company
need not hold an annual general meeting because of
section 175A(1) —
(i) a copy of the financial statements; or
(ii) in the case of a parent company, a copy of the
consolidated financial statements and balance-sheet
(including every document required by law to be
attached thereto),
and a copy of the auditors’ report where such financial
statements or consolidated financial statements are duly
audited, that were sent to all persons entitled to receive
notice of general meetings of the company in accordance
with section 203(1) for a period of not less than 5 years
after the date on which the documents were sent, being a
date on or after the date of commencement of section 117
of the Companies (Amendment) Act 2014.
[Act 15 of 2017 wef 31/08/2018]

(2) If default is made in complying with subsection (1), the

company and every officer of the company who is in default shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $5,000 or to imprisonment for a term not
exceeding 12 months and also to a default penalty.
(3) The Registrar or an authorised officer may at any time require
the company to furnish any document kept under subsection (1), and
may, without fee or reward, inspect, make copies of or extracts from
such document.
(4) Any person who —
(a) without lawful excuse, refuses to produce any document
required of him by the Registrar or an authorised officer
under subsection (3); or
(b) assaults, obstructs, hinders or delays the Registrar or the
authorised officer in the course of inspecting or making
copies or extracts from the document,

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2006 Ed. Companies CAP. 50 380
shall be guilty of an offence and shall be liable on conviction to a fine
not exceeding $10,000 or to imprisonment for a term not exceeding 2
years or to both.
(5) In this section, “authorised officer” means an officer of the
Authority authorised by the Registrar for the purposes of this section.
[Act 36 of 2014 wef 03/01/2016]

Audit committees
201B.—(1) Every listed company shall have an audit committee.
[5/2004]

(2) An audit committee shall be appointed by the directors from

among their number (pursuant to a resolution of the board of
directors) and shall be composed of 3 or more members of whom a
majority shall not be —
(a) executive directors of the company or any related
corporation;
(b) a spouse, parent, brother, sister, son or adopted son or
daughter or adopted daughter of an executive director of
the company or of any related corporation; or
(c) any person having a relationship which, in the opinion of
the board of directors, would interfere with the exercise of
independent judgment in carrying out the functions of an
audit committee.
[5/2004]

(3) The members of an audit committee shall elect a chairman from

among their number who is not an executive director or employee of
the company or any related corporation.
(4) If a member of an audit committee resigns, dies or for any other
reason ceases to be a member with the result that the number of
members is reduced below 3, the board of directors shall, within 3
months of that event, appoint such number of new members as may
be required to make up the minimum number of 3 members.
(5) The functions of an audit committee shall be —
(a) to review —
(i) with the auditor, the audit plan;

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(ii) with the auditor, his evaluation of the system of

internal accounting controls;
(iii) with the auditor, his audit report;
(iv) the assistance given by the company’s officers to the
auditor;
(v) the scope and results of the internal audit procedures;
and
(vi) the financial statements of the company and, if it is a
parent company, the consolidated financial
statements, submitted to it by the company or the
parent company, and thereafter to submit them to the
directors of the company or parent company; and
[Act 36 of 2014 wef 01/07/2015]

(b) to nominate a person or persons as auditor,

notwithstanding anything contained in the constitution or
under section 205,
[Act 36 of 2014 wef 03/01/2016]

together with such other functions as may be agreed to by the audit

committee and the board of directors.
(6) The auditor has the right to appear and be heard at any meeting
of the audit committee and shall appear before the committee when
required to do so by the committee.
(7) Upon the request of the auditor, the chairman of the audit
committee shall convene a meeting of the committee to consider any
matters the auditor believes should be brought to the attention of the
directors or shareholders.
(8) Each audit committee may regulate its own procedure and in
particular the calling of meetings, the notice to be given of such
meetings, the voting and proceedings thereat, the keeping of minutes
and the custody, production and inspection of such minutes.
(9) Where the directors of a company or of a parent company are
required to make a statement under section 201(16) and the company
is a listed company, the directors shall describe in the statement the

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2006 Ed. Companies CAP. 50 382
nature and extent of the functions performed by the audit committee
pursuant to subsection (5).
[Act 36 of 2014 wef 01/07/2015]

(10) [Deleted by Act 36 of 2014 wef 01/07/2015]

(11) Any reference in this section to a director who is not an
executive director of a company is a reference to a director who is not
an employee of, and does not hold any other office of profit in, the
company or in any related corporation of that company in conjunction
with his office of director and his membership of any audit
committee, and any reference to an executive director shall be read
accordingly.
[5/2004]

When directors need not lay financial statements before

company
201C.—(1) The directors of a private company need not comply
with the requirement in section 201 to lay before the company at its
annual general meeting financial statements or consolidated financial
statements of the company if the company need not hold an annual
general meeting because of section 175A(1).
(2) Where the financial statements or consolidated financial
statements are not laid before the company at its annual general
meeting under subsection (1), the reference in section 207(1) to
financial statements required to be laid before the company in general
meeting is to be read as a reference to the documents required to be
sent to persons entitled to receive notice of general meetings of the
company under section 203(1).
[Act 15 of 2017 wef 31/08/2018]

Relief from requirements as to form and content of financial

statements and directors’ statement
202.—(1) The directors of a company may apply to the Registrar in
writing for an order relieving them from any requirement of this Act
relating to the form and content of financial statements or
consolidated financial statements (other than a requirement of the
Accounting Standards) or to the form and content of the statement
required by section 201(16) and the Registrar may make such an

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383 CAP. 50 Companies 2006 Ed.

order either unconditionally or on condition that the directors comply

with such other requirements relating to the form and content of the
financial statements or consolidated financial statements or directors’
statement as the Registrar thinks fit to impose.
[62/70; 13/87; 12/2002]
[Act 36 of 2014 wef 01/07/2015]

(2) The Registrar may, where he considers it appropriate, make an

order in respect of a specified class of companies relieving the
directors of a company in that class from compliance with any
specified requirements of this Act relating to the form and content of
financial statements or consolidated financial statements (other than a
requirement of the Accounting Standards) or to the form and content
of the statement required by section 201(16) and the order may be
made either unconditionally or on condition that the directors of the
company comply with such other requirements relating to the form
and content of financial statements or consolidated financial
statements or directors’ statement as the Registrar thinks fit to
impose.
[12/2002]
[Act 36 of 2014 wef 01/07/2015]

(3) The Registrar shall not make an order under subsection (1)
unless he is of the opinion that compliance with the requirements of
this Act would render the financial statements or consolidated
financial statements or directors’ statement, as the case may be,
misleading or inappropriate to the circumstances of the company or
would impose unreasonable burdens on the company or any officer of
the company.
[Act 36 of 2014 wef 01/07/2015]

(4) The Registrar may make an order under subsection (1) which
may be limited to a specific period and may from time to time either
on application by the directors or without any such application (in
which case the Registrar shall give to the directors an opportunity of
being heard) revoke or suspend the operation of any such order.
[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 384
Voluntary revision of defective financial statements, or
consolidated financial statements or balance-sheet
202A.—(1) Subject to subsection (3), this section applies at any
time —
(a) in the case where the holding of annual general meetings is
dispensed with under section 175A, after the financial
statements or, in the case of a parent company,
consolidated financial statements and balance-sheet are
sent to the members of the company under section 203; or
(b) in any other case, after the financial statements or, in the
case of a parent company, consolidated financial
statements and balance-sheet are laid before the
company at an annual general meeting.
(2) Where this section applies, if it appears to the directors of the
company that the financial statements or, in the case of a parent
company, consolidated financial statements or balance-sheet do not
comply with the requirements of this Act (including compliance with
the Accounting Standards), the directors may cause the financial
statements, or consolidated financial statements or balance-sheet, as
the case may be, to be revised and make necessary consequential
revisions to the summary financial statement or directors’ statement.
(3) The revision of the financial statements, or consolidated
financial statements or balance-sheet, as the case may be, under
subsection (2) shall be confined to —
(a) those aspects in which the financial statements, or
consolidated financial statements or balance-sheet, as the
case may be, did not comply with this Act (including
compliance with the Accounting Standards); and
(b) the making of any necessary consequential revisions.
(4) Where the Registrar has given the directors of the company a
notice under section 202B(1), the directors may not cause the
financial statements, or consolidated financial statements or balance-
sheet, as the case may be, to be revised unless the Registrar agrees
with the directors on the manner in which to revise the financial

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385 CAP. 50 Companies 2006 Ed.

statements, or consolidated financial statements or balance-sheet, as

the case may be, referred to in section 202B(2)(b).
(5) The Minister may make regulations under section 411 in respect
of the revision of financial statements, consolidated financial
statements, balance-sheet, directors’ statement or summary
financial statement, including but not limited to the following:
(a) the manner of revision of financial statements,
consolidated financial statements, balance-sheet,
directors’ statement or summary financial statement;
(b) the application of any provision of this Act to such
financial statements, consolidated financial statements,
balance-sheet, directors’ statement or summary financial
statement subject to such additions, exceptions and
modifications as may be specified in the regulations;
(c) the taking of steps by the directors to bring any revision of
the financial statements, consolidated financial statements,
balance-sheet, directors’ statement or summary financial
statement to the notice of persons likely to rely on the
previous financial statements, consolidated financial
statements, balance-sheet, directors’ statement or
summary financial statement; and
(d) the requirement to lodge the revised financial statements,
consolidated financial statements, balance-sheet, directors’
statement or summary financial statement with the
Registrar and the payment of any filing fee pursuant to
such lodgment.
[Act 36 of 2014 wef 20/04/2018]

Registrar’s application to Court in respect of defective

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

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2006 Ed. Companies CAP. 50 386
directors of the company indicating the respects in which it appears
that such a question arises or may arise, and specify the period within
which the directors must respond.
(2) The directors of the company to whom notice under
subsection (1) is given must at the end of the period referred to in
subsection (1), or such longer period as the Registrar may allow —
(a) give the Registrar an explanation of the financial
statements, or consolidated financial statements and
balance-sheet, as the case may be, if the directors do not
propose to revise the financial statements, or consolidated
financial statements or balance-sheet, as the case may be;
or
(b) inform the Registrar how the directors propose to revise the
financial statements, or consolidated financial statements
or balance-sheet, as the case may be, to address the
questions in respect of which the Registrar has given
notice.
(3) If the Registrar is satisfied with the explanation of the financial
statements, or consolidated financial statements and balance-sheet, as
the case may be, referred to in subsection (2)(a), no further action
need be taken by the directors in respect of the notice under
subsection (1).
(4) If the Registrar agrees with the directors on the manner in which
to revise the financial statements, or consolidated financial
statements or balance-sheet, as the case may be, referred to in
subsection (2)(b), the directors may cause the financial statements, or
consolidated financial statements or balance-sheet, as the case may
be, to be revised in the manner provided in section 202A.
(5) The Registrar may apply to Court under subsection (6) if —
(a) the Registrar does not receive a response from the directors
after giving the notice referred to in subsection (1);
(b) the Registrar is not satisfied with the explanation of the
financial statements, or consolidated financial statements
and balance-sheet, as the case may be, referred to in
subsection (2)(a); or

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(c) the Registrar does not agree with the directors on the
manner in which the financial statements, or consolidated
financial statements or balance-sheet, as the case may be,
referred to in subsection (2)(b) are to be revised.
(6) An application to Court referred to in subsection (5) may be
for —
(a) a declaration that the financial statements, or consolidated
financial statements or balance-sheet, as the case may be,
do not comply with the requirements of this Act (including
compliance with the Accounting Standards); and
(b) an order requiring the directors of the company to cause the
financial statements, or consolidated financial statements
or balance-sheet, as the case may be, to be revised.
(7) Where the Court orders the preparation of revised financial
statements, or consolidated financial statements or balance-sheet,
under subsection (6), it may give directions as to —
(a) the auditing of the financial statements, or consolidated
financial statements or balance-sheet, as the case may be;
(b) the making of revisions to the financial statements,
consolidated financial statements, balance-sheet,
directors’ statement or summary financial statement in
such manner as the Court considers necessary within a
specified period;
(c) where the Court has given directions under paragraph (b)
to make revisions to the summary financial statement, the
review by the auditors of the revised summary financial
statement;
(d) the making of necessary consequential revisions to any
other document;
(e) the taking of steps by the directors to bring the making of
the order to the notice of persons likely to rely on the
previous financial statements, consolidated financial
statements, balance-sheet, directors’ statement or
summary financial statement; and

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2006 Ed. Companies CAP. 50 388
(f) such other matters as the Court thinks fit.
(8) If the Court finds that the financial statements, or consolidated
financial statements or balance-sheet, as the case may be, did not
comply with the requirements of this Act (including the Accounting
Standards), it may order that all or part of —
(a) the costs of or incidental to the application; and
(b) any reasonable expenses incurred by the company in
connection with or in consequence of the preparation of
revised financial statements, or consolidated financial
statements or balance-sheet, as the case may be,
shall be borne by any or all the directors who were directors of the
company as at the date of the directors’ statement which accompanied
the defective financial statements, or consolidated financial
statements and balance-sheet, as the case may be.
(9) The provisions of this section apply equally to revised financial
statements, or consolidated financial statements or balance-sheet, as
the case may be, in which case they have effect as if the references to
revised financial statements, or consolidated financial statements or
balance-sheet, as the case may be, were references to further revised
financial statements, or consolidated financial statements or balance-
sheet, as the case may be.
[Act 36 of 2014 wef 20/04/2018]

Members of company entitled to financial statements, etc.

203.—(1) A copy of the financial statements or, in the case of a
parent company, a copy of the consolidated financial statements and
balance-sheet (including every document required by law to be
attached thereto), which is duly audited and which (or which but for
section 201C) is to be laid before the company in general meeting
accompanied by a copy of the auditor’s report thereon shall be sent to
all persons entitled to receive notice of general meetings of the
company —
(a) unless subsection (2) applies, not less than 14 days before
the date of the meeting; or

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389 CAP. 50 Companies 2006 Ed.

(b) if the company is not required to hold an annual general

meeting because of section 175A(1)(a), not later than
5 months after the end of the financial year to which the
financial statements, or consolidated financial statements
and balance-sheet, relate.
[Act 15 of 2017 wef 31/08/2018]

(2) The financial statements, or consolidated financial statements,

balance-sheet and documents referred to in subsection (1) may be
sent less than 14 days before the date of the meeting as required under
subsection (1)(a) if all the persons entitled to receive notice of general
meetings of the company so agree.
[Act 36 of 2014 wef 01/07/2015]

(3) Any member of a company (whether he is or is not entitled to

have sent to him copies of the financial statements, or consolidated
financial statements and balance-sheet) to whom copies have not
been sent and any holder of a debenture shall, on a request being
made by him to the company, be furnished by the company without
charge with a copy of the last financial statements, or consolidated
financial statements and balance-sheet (including every document
required by this Act to be attached thereto) together with a copy of the
auditor’s report thereon.
[Act 36 of 2014 wef 01/07/2015]

(3A) If default is made in complying with subsection (1) or (3), the

company and every officer of the company who is in default shall,
unless it is proved that the member or holder of a debenture in
question has already made a request for and been furnished with a
copy of the financial statements, or consolidated financial statements
and balance-sheet, and all documents referred to in subsection (1) or
(3), each be guilty of an offence and shall each be liable on conviction
to a fine not exceeding $5,000 and also to a default penalty.
[Act 36 of 2014 wef 01/07/2015]

(4) In a case referred to in subsection (1)(b), any member or auditor

of the company may, by notice to the company not later than 14 days
after the day on which the documents referred to in subsection (1)
were sent out, require that a general meeting be held for the purpose
of laying those documents before the company.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 390
(4A) Where a company is not required to hold an annual general
meeting because of section 175A(1)(b), any member or auditor of the
company may, by notice to the company not later than 14 days after
the day on which the documents mentioned in subsection (1) were
sent out, require that a general meeting be held for the purpose of
laying those documents before the company.
[Act 15 of 2017 wef 31/08/2018]

(5) Section 175A(5) shall apply, with the necessary modifications,

to the giving of a notice under subsection (4) or (4A).
[8/2003]
[Act 15 of 2017 wef 31/08/2018]

(6) The directors of the company shall, within 14 days after the date
of giving of the notice referred to in subsection (4) or (4A), convene a
meeting for the purpose referred to in that subsection.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]
[Act 15 of 2017 wef 31/08/2018]

(7) If default is made in convening the meeting under

subsection (6) —
(a) each director in default shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $5,000;
and
(b) the Court may, on application of the member or auditor,
order a general meeting to be called.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]

Provision of summary financial statement to members

203A.—(1) Notwithstanding section 203 and anything in its
constitution, a company may, in such cases as may be specified by
regulations and provided all the conditions so specified are complied
with, send a summary financial statement instead of copies of the
documents referred to in section 203(1) to members of the company.
[Act 36 of 2014 wef 03/01/2016]

(2) Where a company sends to its members a summary financial

statement under subsection (1), any member of the company, and any
holder of a debenture, entitled to be furnished by the company with a

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391 CAP. 50 Companies 2006 Ed.

copy of the documents referred to in section 203(3) may instead

request for a summary financial statement.
[Act 36 of 2014 wef 03/01/2016]

(3) A summary financial statement need not be sent to any member

of the company who does not wish to receive the statement.
[22/95]

(4) Copies of the documents referred to in section 203(1) shall be

sent to any member of the company who wishes to receive them.
[22/95]

(5) The summary financial statement shall be derived from the

company’s annual financial statements or consolidated financial
statements, and directors’ statement and shall be in such form and
contain such information as may be specified by regulations.
[22/95]
[Act 36 of 2014 wef 01/07/2015]

(6) Every summary financial statement shall —

(a) state that it is only a summary of information in the
company’s annual financial statements or consolidated
financial statements, and directors’ statement; and
[Act 36 of 2014 wef 01/07/2015]

(b) contain a statement by the company’s auditors, if any, of

their opinion as to whether the summary financial
statement is consistent with the financial statements or
consolidated financial statements, and the directors’
statement and complies with the requirements of this
section and any regulations made under subsection (9).
[Act 36 of 2014 wef 01/07/2015]

(6A) The directors of the company shall ensure that the summary
financial statements comply with the requirements referred to in
subsections (5) and (6).
[Act 36 of 2014 wef 01/07/2015]

(7) If default is made in complying with this section other than

subsection (6A) or any regulations made under subsection (9), the
company and every officer of the company who is in default shall be

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2006 Ed. Companies CAP. 50 392
guilty of an offence and shall be liable on conviction to a fine not
exceeding $5,000 and also to a default penalty.
[22/95]
[Act 36 of 2014 wef 01/07/2015]

(8) [Deleted by Act 36 of 2014 wef 03/01/2016]

(9) The Minister may make regulations to give effect to this section,
including making provision as to the manner in which it is to be
ascertained whether a member of the company wishes to receive
copies of the documents referred to in section 203(1) or does not wish
to receive the summary financial statement under this section.
[22/95]

Penalty
204.—(1) If any director of a company fails to comply with
section 201(2), (5) or (16), he shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding $50,000.
[5/2004]
[Act 36 of 2014 wef 01/07/2015]

(1A) If any director of a company —

(a) fails to comply with any provision of this Division (other
than section 201(2), (5) or (16));
[Act 36 of 2014 wef 01/07/2015]

(b) fails to take all reasonable steps to secure compliance by

the company with any such provision; or
(c) has by his own wilful act been the cause of any default by
the company of any such provision,
he shall be guilty of an offence and shall be liable on conviction to a
fine not exceeding $10,000 or to imprisonment for a term not
exceeding 2 years.
[5/2004]

(2) In any proceedings against a person for failure to take all

reasonable steps to comply with, or to secure compliance with, the
preceding provisions of this Division relating to the form and content
of the financial statements of a company or consolidated financial
statements of a parent company by reason of an omission from the
financial statements or consolidated financial statements, it is a

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393 CAP. 50 Companies 2006 Ed.

defence to prove that the omission was not intentional and that the
information omitted was immaterial and did not affect the giving of a
true and fair view of the matters required by section 201 to be dealt
with in the financial statements or consolidated financial statements.
[Act 36 of 2014 wef 01/07/2015]

(3) If an offence under this section is committed with intent to

defraud creditors of the company or creditors of any other person or
for a fraudulent purpose, the offender shall be liable on conviction —
(a) in the case of an offence under subsection (1), to a fine not
exceeding $100,000 or to imprisonment for a term not
exceeding 3 years or to both; or
(b) in the case of an offence under subsection (1A), to a fine
not exceeding $15,000 or to imprisonment for a term not
exceeding 3 years or to both.
[5/2004]

(4) A person shall not be sentenced to imprisonment for any offence

under this section unless in the opinion of the Court dealing with the
case the offence was committed wilfully.

Division 2 — Audit
Appointment and remuneration of auditors
205.—(1) The directors of a company shall, within 3 months after
incorporation of the company, appoint an accounting entity or
accounting entities to be the auditor or auditors of the company, and
any auditor or auditors so appointed shall, subject to this section, hold
office until the conclusion of the first annual general meeting.
[15/84]
[Act 36 of 2014 wef 01/07/2015]

(2) A company shall at each annual general meeting of the company

appoint an accounting entity or accounting entities to be the auditor or
auditors of the company, and any auditor or auditors so appointed
shall, subject to this section, hold office until the conclusion of the
next annual general meeting of the company.
[Act 36 of 2014 wef 01/07/2015]

(3) Subject to subsections (7) and (8) and section 205AF, the
directors may appoint an accounting entity to fill any casual vacancy

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2006 Ed. Companies CAP. 50 394
in the office of auditor of the company, but while such a vacancy
continues the surviving or continuing auditor or auditors, if any, may
act.
[Act 36 of 2014 wef 01/07/2015]

(4) An auditor of a company may be removed from office by

resolution of the company at a general meeting of which special
notice has been given, but not otherwise.
(5) Where special notice of a resolution to remove an auditor is
received by a company —
(a) it shall immediately send a copy of the notice to the auditor
concerned and to the Registrar; and
(b) the auditor may, within 7 days after the receipt by him of
the copy of the notice, make representations in writing to
the company (not exceeding a reasonable length) and
request that, prior to the meeting at which the resolution is
to be considered, a copy of the representations be sent by
the company to every member of the company to whom
notice of the meeting is sent.
(6) Unless the Registrar on the application of the company
otherwise orders, the company shall send a copy of the
representations as so requested and the auditor may, without
prejudice to his right to be heard orally, require that the
representations be read out at the meeting.
(7) Where an auditor of a company is removed from office in
pursuance of subsection (4) at a general meeting of the company —
(a) the company may, at the meeting, by a resolution passed by
a majority of not less than three-fourths of such members
of the company as being entitled to do so vote in person or,
where proxies are allowed, by proxy immediately appoint
another accounting entity nominated at the meeting as
auditor; or
[Act 36 of 2014 wef 01/07/2015]

(b) the meeting may be adjourned to a date not earlier than 20

days and not later than 30 days after the meeting and the
company may, by ordinary resolution, appoint another

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395 CAP. 50 Companies 2006 Ed.

accounting entity as auditor, being an accounting entity

notice of whose nomination as auditor has, at least 10 days
before the resumption of the adjourned meeting, been
received by the company.
[Act 36 of 2014 wef 01/07/2015]

(8) A company shall, immediately after the removal of an auditor

from office in pursuance of subsection (4), give notice in writing of
the removal to the Registrar and, if the company does not appoint
another auditor under subsection (7), the Registrar may appoint an
auditor.
[Act 36 of 2014 wef 01/07/2015]

(9) An auditor appointed in pursuance of subsection (7) or (8) shall,

subject to this section, hold office until the conclusion of the next
annual general meeting of the company.
(10) If the directors do not appoint an auditor or auditors as required
by this section, the Registrar may on the application in writing of any
member of the company make the appointment.
[15/84]

(11) Subject to subsection (7), an accounting entity shall not be

capable of being appointed auditor of a company at an annual general
meeting unless it held office as auditor of the company immediately
before the meeting or notice of its nomination as auditor was given to
the company by a member of the company not less than 21 days
before the meeting.
[Act 36 of 2014 wef 01/07/2015]

(12) Where notice of nomination of an accounting entity as an

auditor of a company is received by the company whether for
appointment at an adjourned meeting under subsection (7) or at an
annual general meeting, the company shall, not less than 7 days
before the adjourned meeting or the annual general meeting, send a
copy of the notice to the accounting entity nominated, to each auditor,
if any, of the company and to each person entitled to receive notice of
general meetings of the company.
[Act 36 of 2014 wef 01/07/2015]

(12A) Where a company need not hold an annual general meeting

for a financial year because of section 175A(1) and the auditor or
auditors of the company is or are to be appointed by a resolution by

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2006 Ed. Companies CAP. 50 396
written means under section 184A by virtue of section 175A(10),
references in subsections (11) and (12) to the date of an annual
general meeting shall be read as references to the time —
(a) agreement to that resolution is sought in accordance with
section 184C; or
(b) documents referred to in section 183(3A) in respect of the
resolution are served or made accessible in accordance
with section 183(3A),
as the case may be.
[8/2003]
[Act 15 of 2017 wef 31/08/2018]

(13) If, after notice of nomination of an accounting entity as an

auditor of a company has been given to the company, the annual
general meeting of the company is called for a date 21 days or less
after the notice has been given, subsection (11) shall not apply in
relation to the accounting entity and, if the annual general meeting is
called for a date not more than 7 days after the notice has been given
and a copy of the notice is, at the time notice of the meeting is given,
sent to each person to whom, under subsection (12), it is required to
be sent, the company shall be deemed to have complied with that
subsection in relation to the notice.
[Act 36 of 2014 wef 01/07/2015]

(14) [Deleted by Act 36 of 2014 wef 01/07/2015]

(15) [Deleted by Act 36 of 2014 wef 01/07/2015]
(16) The fees and expenses of an auditor of a company —
(a) in the case of an auditor appointed by the company at a
general meeting — shall be fixed by the company in
general meeting or, if so authorised by the members at the
last preceding annual general meeting, by the directors;
and
(b) in the case of an auditor appointed by the directors or by
the Registrar under this section or under section 205AF —
may be fixed by the directors or by the Registrar, as the
case may be, and, if not so fixed, shall be fixed as provided

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in paragraph (a) as if the auditor had been appointed by the

company.
[Act 36 of 2014 wef 01/07/2015]

(17) If default is made in complying with this section, the company

and every director 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.
[15/84]

Resignation of non-public interest company auditors

205AA.—(1) An auditor of a non-public interest company (other
than a company which is a subsidiary company of a public interest
company) may resign before the end of the term of office for which he
was appointed by giving the company a notice of resignation in
writing.
(2) Where a notice of resignation is given under subsection (1), the
auditor’s term of office expires —
(a) at the end of the day on which notice is given to the
company; or
(b) if the notice specifies a time on a later day for the purpose,
at that time.
(3) Within 14 days beginning on the date on which a company
receives a notice of resignation under subsection (1), the company
must lodge with the Registrar a notification of that fact in such form
as the Registrar may require.
(4) In this section and sections 205AB, 205AC and 205AF —
“non-public interest company” means a company other than a
public interest company;
“public interest company” means a company which is listed or in
the process of issuing its debt or equity instruments for
trading on an approved exchange in Singapore, or such other
company as the Minister may prescribe.
[Act 4 of 2017 wef 08/10/2018]
[Act 36 of 2014 wef 01/07/2015]

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Resignation of auditor of public interest company or
subsidiary company of public interest company
205AB.—(1) An auditor of a public interest company, or a
subsidiary company of a public interest company, may by giving
the company a notice of resignation in writing, resign before the end
of the term of office for which he was appointed, if —
(a) the auditor has applied for consent from the Registrar to the
resignation and provided a written statement of his reasons
for his resignation and, at or about the same time as the
application, notified the company in writing of the
application to the Registrar and provided the company
with the written statement of his reasons for his
resignation; and
(b) the consent of the Registrar has been given.
(2) The Registrar shall, as soon as practicable after receiving the
application from an auditor under subsection (1), notify the auditor
and the company whether it consents to the resignation of the auditor.
(3) A statement made by an auditor in an application to the
Registrar under subsection (1)(a) or in answer to an inquiry by the
Registrar relating to the reasons for the application —
(a) is not admissible in evidence in any civil or criminal
proceedings against the auditor; and
(b) subject to subsection (4), may not be made the ground of a
prosecution, an action or a suit against the auditor,
and a certificate by the Registrar that the statement was made in the
application or in the answer to the inquiry by the Registrar is
conclusive evidence that the statement was so made.
(4) Notwithstanding subsection (3), the statement referred to
therein may be used in any disciplinary proceedings commenced
under the Accountants Act (Cap. 2) against the auditor.
(5) The resignation of an auditor of a public interest company, or
subsidiary company of a public interest company, takes effect —
(a) on the day (if any) specified for the purpose in the notice of
resignation;

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(b) on the day on which the Registrar notifies the auditor and
the company of his consent to the resignation; or
(c) on the day (if any) fixed by the Registrar for the purpose,
whichever last occurs.
[Act 36 of 2014 wef 01/07/2015]

Written statement to be disseminated unless application to

court made
205AC.—(1) Where an auditor of a public interest company, or a
subsidiary company of a public interest company, gives the company
a notice of resignation under section 205AB, the company must
within 14 days after receiving the notice of resignation and the written
statement of the auditor’s reasons for his resignation (referred to in
this section and sections 205AD and 205AE as the written statement)
send a copy of the written statement to every member of the company.
(2) Copies of the written statement need not be sent out if an
application is made to the court within 14 days, beginning on the date
on which the company received the written statement, by either the
company or any other person who claims to be aggrieved by the
written statement, for a determination that the auditor has abused the
use of the written statement or is using the provisions of this section to
secure needless publicity for defamatory matter.
(3) In the case where an application is made under subsection (2)
by —
(a) the company, the company must give notice of the
application to the auditor of the company; or
(b) any other person, that person must give notice of the
application to the company and the auditor of the company.
(4) If default is made in complying with subsection (1), the
company and every director of the company who is in default shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $5,000.
[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 400
Court may order written statement not to be sent out
205AD.—(1) This section applies if an application has been made
under section 205AC(2) in relation to a written statement given by an
auditor.
(2) If the Court is satisfied that the auditor has abused the use of the
written statement or is using the written statement to secure needless
publicity for any defamatory matter, the Court —
(a) must direct that copies of the written statement are not to be
sent under section 205AC(1); and
(b) may order the auditor, though not a party to the application,
to pay the applicant’s costs on the application in whole or
in part.
(3) If the Court gives directions under subsection (2)(a), the
company must, within 14 days beginning on the date on which the
directions are given send a notice setting out the effect of the
directions to —
(a) every member of the company; and
(b) unless already named as a party to the proceedings, the
auditor who gave the written statement.
(4) If the Court decides not to grant the application, the company
must, within 14 days beginning on the date on which the decision is
made or on which the proceedings are discontinued for any
reasons —
(a) give notice of the decision to the auditor who has given the
written statement; and
(b) send a copy of the written statement to every member of
the company and to that auditor.
(5) If default is made in complying with subsection (3) or (4), the
company and every director of the company who is in default shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $5,000.
[Act 36 of 2014 wef 01/07/2015]

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Privilege against defamation

205AE. A person is not liable to any action for defamation at the
suit of any person —
(a) in the absence of malice, in respect of the publication of the
written statement to the member of the company pursuant
to section 205AC(1); or
(b) in respect of the publication of the written statement to the
member of the company pursuant to section 205AD(4)(b).
[Act 36 of 2014 wef 01/07/2015]

Appointment of new auditor in place of resigning auditor

205AF.—(1) Subject to subsection (3), if —
(a) an auditor of a non-public interest company (other than a
subsidiary company of a public interest company) gives
notice of resignation under section 205AA(1); or
(b) an auditor of a public interest company, or a subsidiary
company of a public interest company, gives notice of
resignation under section 205AB(1), and the Registrar
approves the resignation of the auditor under
section 205AB(2),
the directors of the company in question —
(i) shall call a general meeting of the company as soon as is
practicable, and in any case not more than 3 months after
the date of the auditor’s resignation, for the purpose of
appointing an auditor in place of the auditor who desires to
resign or has resigned; and
(ii) upon appointment of the new auditor, shall lodge with the
Registrar a notification of such appointment within 14 days
of the appointment.
(2) If the directors of a company fail to appoint an auditor in place
of the auditor who desires to resign or has resigned, the Registrar
may, on the application in writing of any member of the company,
make the appointment.

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2006 Ed. Companies CAP. 50 402
(3) Subsections (1) and (2) shall not apply if the financial
statements of the company are not required to be audited under this
Act, or where the resigning auditor is not the sole auditor of the
company.
(4) An auditor appointed pursuant to subsection (1) or (2) shall,
unless he is removed or resigns, hold office until the conclusion of the
next annual general meeting of the company.
(5) If default is made in complying with subsection (1), the
company and every director of the company who is in default shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $5,000.
[Act 36 of 2014 wef 01/07/2015]

Certain companies exempt from obligation to appoint auditors

205A.—(1) Notwithstanding section 205, a company which is
exempt from audit requirements under section 205B or 205C, and its
directors shall be exempt from section 205(1) or (2), as the case may
be.
[8/2003]

(2) Where a company ceases to be so exempt, the company shall

appoint a person or persons to be auditor or auditors of the company
at any time before the next annual general meeting; and the auditors
so appointed shall hold office until the conclusion of that meeting.
[8/2003]

(3) If default is made in complying with subsection (2), the

company and every director 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.
[8/2003]

Dormant company exempt from audit requirements

205B.—(1) A company shall be exempt from audit requirements
if —
(a) it has been dormant from the time of its formation; or
(b) it has been dormant since the end of the previous financial
year.
[8/2003]

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403 CAP. 50 Companies 2006 Ed.

(2) A company is dormant during a period in which no accounting

transaction occurs; and the company ceases to be dormant on the
occurrence of such a transaction.
[8/2003]

(3) For the purpose of subsection (2), there shall be disregarded

transactions of a company arising from any of the following:
(a) the taking of shares in the company by a subscriber to the
constitution in pursuance of an undertaking of his in the
constitution;
[Act 36 of 2014 wef 03/01/2016]

(b) the appointment of a secretary of the company under

section 171;
(c) the appointment of an auditor under section 205;
(d) the maintenance of a registered office under sections 142,
143 and 144;
(e) the keeping of registers and books under sections 88, 131,
173, 189 and 191;
(f) the payment of any fee or charge (including any fee,
penalty or interest for late payment) payable under any
written law;
[Act 36 of 2014 wef 03/01/2016]

(fa) the payment of any composition amount payable under

section 409B or any other written law;
[Act 36 of 2014 wef 03/01/2016]

(fb) the payment or receipt by the company of such nominal

sum not exceeding such amount as may be prescribed;
[Act 36 of 2014 wef 03/01/2016]

(g) such other matter as may be prescribed.

[8/2003]

(4) Where a company is, at the end of a financial year, exempt from
audit requirements under subsection (1) —
(a) the copies of the financial statements or consolidated
financial statements and balance-sheet of the company to
be sent under section 203 need not be audited;
[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 404
(b) section 203 has effect with the omission of any reference to
the auditor’s report or a copy of the report;
(c) copies of an auditor’s report need not be laid before the
company in a general meeting; and
(d) the annual return of the company to be lodged with the
Registrar shall be accompanied by a statement by the
directors —
(i) that the company is a company referred to in
subsection (1)(a) or (b) as at the end of the
financial year;
(ii) that no notice has been received under subsection (6)
in relation to that financial year; and
(iii) as to whether the accounting and other records
required by this Act to be kept by the company have
been kept in accordance with section 199.
[8/2003]

(5) Where a company which is exempt from audit requirements

under subsection (1) ceases to be dormant, it shall thereupon cease to
be so exempt; but it shall remain so exempt in relation to accounts for
the financial year in which it was dormant throughout.
[8/2003]

(6) Any member or members holding not less than 5% of the total
number of issued shares of the company (excluding treasury shares)
or any class of those shares (excluding treasury shares), or not less
than 5% of the total number of members of the company (excluding
the company itself if it is registered as a member) may, by notice in
writing to the company during a financial year but not later than one
month before the end of that year, require the company to obtain an
audit of its accounts for that year.
[21/2005]

(7) Where a notice is given under subsection (6), the company is not
entitled to the exemption under subsection (1) in respect of the
financial year to which the notice relates.
[8/2003]

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405 CAP. 50 Companies 2006 Ed.

(8) In this section, “accounting transaction” means a transaction the

accounting or other record of which is required to be kept under
section 199(1).
[8/2003]

Small company exempt from audit requirements

205C.—(1) Subject to subsections (3), (4) and (6), a company that
is a small company in respect of a financial year shall be exempt from
audit requirements for that financial year.
(2) Section 205B(4), (6) and (7) shall apply, with the necessary
modifications, to a small company so exempt.
(3) Subsection (1) does not apply to a parent company unless the
parent company —
(a) is a small company; and
(b) is part of a small group.
(4) Subsection (1) does not apply to a subsidiary company unless
the subsidiary company —
(a) is a small company; and
(b) is part of a small group.
(5) In this section, “small company” and “small group” have the
same meanings as in the Thirteenth Schedule.
(6) This section shall not apply to a company with respect to its
financial statements for a financial year commencing before the date
of commencement of section 128 of the Companies (Amendment)
Act 2014 and such a company shall prepare its accounts or
consolidated accounts and its directors shall lay them at its annual
general meeting in accordance with Part VI in force immediately
before the date of commencement of section 128 of the Companies
(Amendment) Act 2014.
(7) Without prejudice to the generality of section 197(2), a
company referred to in subsection (6) shall, when lodging a return
with the Registrar under section 197, attach a copy of the accounts or
consolidated accounts so prepared.
[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 406
Registrar may require company exempt from audit
requirements to lodge audited financial statements
205D. Notwithstanding sections 205B and 205C, the Registrar
may, if he is satisfied that there has been a breach of any provision of
section 199 or 201 or that it is otherwise in the public interest to do so,
by notice in writing to a company exempt under either of those
sections, require that company to lodge with him, within such time as
may be specified in that notice —
(a) its financial statements duly audited by the auditor or
auditors of the company or, where none has been
appointed, an auditor or auditors to be appointed by the
directors of the company for this purpose; and
[Act 36 of 2014 wef 01/07/2015]

(b) an auditor’s report referred to in section 207 in relation to

those financial statements prepared by the auditor or
auditors of the company.
[8/2003]
[Act 36 of 2014 wef 01/07/2015]

Auditors’ remuneration
206.—(1) If a company is served with a notice sent by or on behalf
of —
(a) at least 5% of the total number of members of the
company; or
(b) the holders in aggregate of not less than 5% of the total
number of issued shares of the company (excluding
treasury shares),
requiring particulars of all emoluments paid to or receivable by the
auditor of the company or any person who is a partner or employer or
employee of the auditor, by or from the company or any subsidiary
corporation in respect of services other than auditing services
rendered to the company, the company shall immediately —
(c) prepare or cause to be prepared a statement showing
particulars of all emoluments paid to the auditor or other
person and of the services in respect of which the payments

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407 CAP. 50 Companies 2006 Ed.

have been made for the financial year immediately

preceding the service of such notice;
(d) forward a copy of the statement to all persons entitled to
receive notice of general meetings of the company; and
(e) lay such statement before the company in general meeting.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(1A) Without prejudice to subsection (1), a public company shall,

under prescribed circumstances, undertake a review of the fees,
expenses and emoluments of its auditor to determine whether the
independence of the auditor has been compromised, and the outcome
of the review shall be sent to all persons entitled to receive notice of
general meetings of the company.
[5/2004]

(2) If default is made in complying with this section, the company

and every director 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.
[15/84]

Powers and duties of auditors as to reports on financial

statements
207.—(1) An auditor of a company shall report to the members —
(a) on the financial statements required to be laid before the
company in general meeting and on the company’s
accounting and other records relating to those financial
statements; and
(b) where the company is a parent company for which
consolidated financial statements are prepared, on the
consolidated financial statements.
[Act 36 of 2014 wef 01/07/2015]

(1A) A report by an auditor of a company under subsection (1) shall

be furnished by the auditor to the directors of the company in
sufficient time to enable the company to comply with the
requirements of section 203(1) in relation to that report but no
offence shall be committed by an auditor under this subsection if the
directors have not submitted the financial statements for audit as

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2006 Ed. Companies CAP. 50 408
required under this Part in sufficient time, having regard to the
complexity of the financial statements, for the auditor to make his
report.
[13/87]
[Act 36 of 2014 wef 01/07/2015]

(2) An auditor shall, in a report under this section, state —

(a) whether the financial statements and, if the company is a
parent company for which consolidated financial
statements are prepared, the consolidated financial
statements are in his opinion —
(i) in compliance with the requirements of the
Accounting Standards; and
(ii) give a true and fair view of —
(A) the financial position and performance of the
company; and
(B) if consolidated financial statements are
required, the financial position and
performance of the group;
[Act 36 of 2014 wef 01/07/2015]

(aa) if the financial statements or consolidated financial

statements do not comply with any requirement of the
Accounting Standards and the approval of the Registrar
under section 201(12) to such non-compliance has not
been obtained, whether such non-compliance is, in the
opinion of the auditor, necessary for the financial
statements or consolidated financial statements to give a
true and fair view of any matter required by section 201 to
be dealt with in them;
[Act 36 of 2014 wef 01/07/2015]

(b) whether the accounting and other records required by this

Act to be kept by the company and, if it is a parent
company, by the subsidiary corporations other than those
of which he has not acted as auditor have been, in his
opinion, properly kept in accordance with this Act;
[Act 36 of 2014 wef 01/07/2015]

(c) [Deleted by Act 5 of 2004]

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409 CAP. 50 Companies 2006 Ed.

(d) any defect or irregularity in the financial statements or

consolidated financial statements and any matter not set
out in the financial statements or consolidated financial
statements without regard to which a true and fair view of
the matters dealt with by the financial statements or
consolidated financial statements would not be obtained;
and
[Act 36 of 2014 wef 01/07/2015]

(e) if he is not satisfied as to any matter referred to in

paragraph (a), (aa) or (b), his reasons for not being so
satisfied.
[12/2002; 5/2004]

(3) It is the duty of an auditor of a company to form an opinion as to

each of the following matters:
(a) whether he has obtained all the information and
explanations that he required;
(b) whether proper accounting and other records, excluding
registers, required to be kept under section 199(1), have
been kept by the company as required by this Act;
[Act 36 of 2014 wef 01/07/2015]

(c) whether the returns received from branch offices of the

company are adequate;
(d) [Deleted by Act 36 of 2014 wef 01/07/2015]
(e) where consolidated financial statements are prepared
otherwise than as one set of consolidated financial
statements for the group, whether he agrees with the
reasons for preparing them in the form in which they are
prepared, as given by the directors in the financial
statements,
[Act 36 of 2014 wef 01/07/2015]

and he shall state in his report particulars of any deficiency, failure or

short-coming in respect of any matter referred to in this subsection.
[13/87; 12/2002]

(4) An auditor shall not be required to form an opinion in his report

as to whether the accounting and other records of subsidiary
corporations (which are not incorporated in Singapore) of a

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2006 Ed. Companies CAP. 50 410
Singapore parent company have been kept in accordance with this
Act.
[15/84]
[Act 36 of 2014 wef 01/07/2015]

(5) An auditor of a company has a right of access at all times to the

accounting and other records, including registers, of the company,
and is entitled to require from any officer of the company and any
auditor of a related company such information and explanations as he
desires for the purposes of audit.
(6) An auditor of a parent company for which consolidated
financial statements are required has a right of access at all times
to the accounting and other records, including registers, of any
subsidiary corporation, and is entitled to require from any officer or
auditor of any subsidiary corporation, at the expense of the parent
company, such information and explanations in relation to the affairs
of the subsidiary corporation as he requires for the purpose of
reporting on the consolidated financial statements.
[Act 36 of 2014 wef 01/07/2015]

(7) The auditor’s report shall be attached to or endorsed on the

financial statements or consolidated financial statements and shall, if
any member so requires, be read before the company in general
meeting and shall be open to inspection by any member at any
reasonable time.
[Act 36 of 2014 wef 01/07/2015]

(8) An auditor of a company or his agent authorised by him in

writing for the purpose is entitled to attend any general meeting of the
company and to receive all notices of, and other communications
relating to, any general meeting which a member is entitled to
receive, and to be heard at any general meeting which he attends on
any part of the business of the meeting which concerns the auditor in
his capacity as auditor.
(9) If an auditor, in the course of the performance of his duties as
auditor of a company, is satisfied that —
(a) there has been a breach or non-observance of any of the
provisions of this Act; and

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411 CAP. 50 Companies 2006 Ed.

(b) the circumstances are such that in his opinion the matter
has not been or will not be adequately dealt with by
comment in his report on the financial statements or
consolidated financial statements or by bringing the matter
to the notice of the directors of the company or, if the
company is a subsidiary company, of the directors of the
parent company,
[Act 36 of 2014 wef 01/07/2015]

he shall immediately report the matter in writing to the Registrar.

(9A) Notwithstanding subsection (9), if an auditor of a public
company or a subsidiary corporation of a public company, in the
course of the performance of his duties as auditor, has reason to
believe that a serious offence involving fraud or dishonesty is being
or has been committed against the company by officers or employees
of the company, he shall immediately report the matter to the
Minister.
[40/89]
[Act 36 of 2014 wef 01/07/2015]

(9B) No duty to which an auditor of a company may be subject shall

be regarded as having been contravened by reason of his reporting the
matter referred to in subsection (9A) in good faith to the Minister.
[40/89]

(9C) An auditor who is under a legal duty under any other written
law to make a report to the Monetary Authority of Singapore in
relation to an offence involving fraud or dishonesty that he becomes
aware in the course of the performance of his duties as auditor, shall
not be required to make a report to the Minister under subsection (9A)
if he has already made a report in relation to the same offence under
that written law to the Monetary Authority of Singapore.
[40/89]

(9D) In subsection (9A), “a serious offence involving fraud or

dishonesty” means —
(a) an offence that is punishable by imprisonment for a term
that is not less than 2 years; and

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2006 Ed. Companies CAP. 50 412
(b) the value of the property obtained or likely to be obtained
from the commission of such an offence is not less than
$100,000.
[40/89]
[Act 36 of 2014 wef 01/07/2015]

(10) An officer of a corporation who refuses or fails without lawful

excuse to allow an auditor of the corporation or an auditor of a
corporation who refuses or fails without lawful excuse to allow an
auditor of its parent company access, in accordance with this section,
to any accounting and other records, including registers, of the
corporation in his custody or control, or to give any information or
explanation as and when required under this section, or otherwise
hinders, obstructs or delays an auditor in the performance of his
duties or the exercise of his powers, shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $4,000.
[15/84]
[Act 36 of 2014 wef 01/07/2015]

(11) The reference to the registers of —

(a) a company in subsection (5);
(b) a subsidiary corporation of a parent company in
subsection (6); or
(c) a corporation in subsection (10),
does not include any register kept by the company, subsidiary
corporation of a parent company or corporation, as the case may be,
under Part XIA.
[Act 15 of 2017 wef 31/03/2017]

Auditors and other persons to enjoy qualified privilege in

certain circumstances
208.—(1) An auditor shall not, in the absence of malice on his part,
be liable to any action for defamation at the suit of any person in
respect of any statement which he makes in the course of his duties as
auditor, whether the statement is made orally or in writing.
[49/73]

(2) A person shall not, in the absence of malice on his part, be liable
to any action for defamation at the suit of any person in respect of the

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413 CAP. 50 Companies 2006 Ed.

publication of any document prepared by an auditor in the course of

his duties and required by this Act to be lodged with the Registrar.
(3) This section does not limit or affect any other right, privilege or
immunity that an auditor or other person has as defendant in an action
for defamation.
[49/73]

Provisions indemnifying auditors

208A.—(1) Any provision, whether in the constitution or in any
contract with a company or otherwise, for exempting any auditor of
the company from, or indemnifying him or it against, any liability
which by law would otherwise attach to him or it in respect of any
negligence, default, breach of duty or breach of trust of which he or it
may be guilty in relation to the company shall be void.
(2) This section does not prevent a company from indemnifying
such auditor against any liability incurred or that will be incurred by
him or it —
(a) in defending any proceedings (whether civil or criminal) in
which judgment is given in his or its favour or in which he
or it is acquitted; or
(b) in connection with any application under section 76A(13)
or 391 or any other provision of this Act, in which relief is
granted to him or it by the court.
[Act 36 of 2014 wef 03/01/2016]

Duties of auditors to trustee for debenture holders

209.—(1) The auditor of a borrowing corporation shall within 7
days after furnishing the corporation with any financial statements or
any report, certificate or other document which he is required by this
Act or by the debentures or trust deed to give to the corporation, send
by post to every trustee for the holders of debentures of the borrowing
corporation a copy thereof.
[Act 36 of 2014 wef 01/07/2015]

(2) Where, in the performance of his duties as auditor of a

borrowing corporation, the auditor becomes aware of any matter
which is in his opinion relevant to the exercise and performance of the
powers and duties imposed by this Act or by any trust deed upon any

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2006 Ed. Companies CAP. 50 414
trustee for the holders of debentures of the corporation, he shall,
within 7 days after so becoming aware of the matter, send by post a
report in writing on such matter to the borrowing corporation and a
copy thereof to the trustee.
(3) If any person fails to comply with subsection (2), he 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.
[15/84]

Interpretation of this Part

209A. In this Part, unless the contrary intention appears —
“balance-sheet”, in relation to a company, means the balance-
sheet, by whatever name called, prepared in accordance with
the Accounting Standards;
“consolidated financial statements” has the same meaning as in
the Accounting Standards;
“consolidated total assets” —
(a) in the case where consolidated financial statements
are prepared in relation to a group, shall be
determined in accordance with the accounting
standards applicable to the group; or
(b) in the case where consolidated financial statements
are not prepared in relation to a group, means the
aggregate total assets of all the members of the group;
“directors’ statement” means the statement of the directors
referred to in section 201(16);
“entity” means an entity that is referred to in the Accounting
Standards in relation to the preparation of financial
statements and the requirements for the preparation of
financial statements;
“financial statements” means the financial statements of a
company required to be prepared by the Accounting
Standards;
“group” has the same meaning as in the Accounting Standards;

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415 CAP. 50 Companies 2006 Ed.

“parent company” means a company that is required under the

Accounting Standards to prepare financial statements in
relation to a group;
“subsidiary company” means a company that is a subsidiary as
defined in the Accounting Standards;
“subsidiary corporation” means a corporation that is a subsidiary
as defined in the Accounting Standards;
“ultimate parent corporation” means a corporation which is a
parent but is not a subsidiary, within the meaning of the
Accounting Standards.
[Act 36 of 2014 wef 01/07/2015]

Application of amendments made to sections 201 to 204 and

207 and new sections 201A and 209A
209B. *[Repealed by Act 5 of 2004]

PART VII
ARRANGEMENTS, RECONSTRUCTIONS
AND AMALGAMATIONS
Power to compromise with creditors, members and holders of
units of shares
210.—(1) Where a compromise or an arrangement is proposed
between —
(a) a company and its creditors or any class of them;
(b) a company and its members or any class of them; or
(c) a company and holders of units of shares of the company or
any class of them,
the Court may, on the application in a summary way of any person
referred to in subsection (2), order a meeting of the creditors, the
members of the company, the holders of units of shares of the

* This section was section 42 of the Companies (Amendment) Act 1987 (Act 13 of 1987).

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2006 Ed. Companies CAP. 50 416
company, or a class of such persons, to be summoned in such manner
as the Court directs.
[Act 36 of 2014 wef 03/01/2016]

(2) The persons referred to in subsection (1) are —

(a) in the case of a company being wound up, the liquidator;
and
(b) in any other case —
(i) the company; or
(ii) any creditor, member or holder of units of shares of
the company.
[Act 36 of 2014 wef 03/01/2016]

(3) A meeting held pursuant to an order made under subsection (1)

may be adjourned from time to time if the resolution for the
adjournment is approved by a majority in number representing three-
fourths in value of —
(a) the creditors or class of creditors;
(b) the members or class of members; or
(c) the holders of units of shares or class of holders of units of
shares,
present and voting either in person or by proxy at the meeting.
[Act 36 of 2014 wef 03/01/2016]

(3AA) If the conditions set out in subsection (3AB) are satisfied, a

compromise or an arrangement shall be binding —
(a) in the case of a company in the course of being wound up,
on the liquidator and contributories of the company, and on
all —
(i) the creditors or class of creditors;
(ii) the members or class of members; or
(iii) the holders of units of shares or class of holders of
units of shares,
as the case may be; or
[Act 35 of 2018 wef 01/10/2018]

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417 CAP. 50 Companies 2006 Ed.

(b) in the case of any other company, on the company and on

all —
(i) the creditors or class of creditors;
(ii) the members or class of members; or
(iii) the holders of units of shares or class of holders of
units of shares,
as the case may be.
[Act 36 of 2014 wef 03/01/2016]

(3AB) The conditions referred to in subsection (3AA) are as

follows:
(a) unless the Court orders otherwise, a majority in number
of —
(i) the creditors or class of creditors;
(ii) the members or class of members; or
(iii) the holders of units of shares or class of holders of
units of shares,
present and voting either in person or by proxy at the
meeting or the adjourned meeting agrees to the
compromise or arrangement;
(b) the majority in number referred to, or such number as the
Court may order, under paragraph (a) represents three-
fourths in value of —
(i) the creditors or class of creditors;
(ii) the members or class of members; or
(iii) the holders of units of shares or class of holders of
units of shares,
present and voting either in person or by proxy at the
meeting or the adjourned meeting, as the case may be; and
(c) the compromise or arrangement is approved by order of the
Court.
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 418
(3A) Where the company is a banking corporation or licensed
insurer, as the case may be, the Monetary Authority of Singapore
established under the Monetary Authority of Singapore Act
(Cap. 186) shall have the same powers and rights as a creditor of
the company under the Companies Act including the right to appear
and be heard before a Court in any proceedings under this section, but
shall not have the right to vote at any meeting summoned under this
section.
[16/2011 wef 01/05/2011]
[1/2007 wef 31/03/2007]
[Act 11 of 2013 wef 18/04/2013]

(4) Subject to subsection (4A), the Court may grant its approval to a
compromise or arrangement subject to such alterations or conditions
as it thinks just.
[1/2007 wef 31/03/2007]

(4A) The Court shall not approve any compromise or arrangement

which has been proposed for the purposes of or in connection with
any scheme referred to in section 212(1) under which the whole or
any part of the undertaking or the property of a banking corporation
incorporated in Singapore or licensed insurer incorporated in
Singapore is to be transferred, unless the Minister charged with the
responsibility for banking or insurance matters, as the case may be,
has consented to the compromise or arrangement or has certified that
his consent is not required.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]

(5) An order under subsection (3AB)(c) shall have no effect until a

copy of the order is lodged with the Registrar, and upon being so
lodged, the order shall take effect on and from the date of lodgment or
such earlier date as the Court may determine and as may be specified
in the order.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(6) Subject to subsection (7), a copy of every order made under

subsection (3AB)(c) shall be annexed to every copy of the
constitution of the company issued after the order has been made.
[Act 36 of 2014 wef 03/01/2016]

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419 CAP. 50 Companies 2006 Ed.

(7) The Court may, by order, exempt a company from compliance

with the requirements of subsection (6) or determine the period
during which the company shall so comply.
(8) Where any such compromise or arrangement (whether or not for
the purposes of or in connection with a scheme for the reconstruction
of any company or companies or the amalgamation of any 2 or more
companies) has been proposed, the directors of the company shall —
(a) if a meeting of the members of the company by resolution
so directs, instruct such accountants or solicitors or both as
are named in the resolution to report on the proposals and
forward their report or reports to the directors as soon as
possible; and
(b) make such report or reports available at the registered
office of the company for inspection by the shareholders,
creditors and holders of units of shares of the company at
least 7 days before the date of any meeting ordered by the
Court to be summoned as provided in subsection (1).
[Act 36 of 2014 wef 03/01/2016]

(9) Every company which makes default in complying with

subsection (6) or (8) 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.
[15/84]

Power of Court to restrain proceedings

(10) Where no order has been made or resolution passed for the
winding up of a company and any such compromise or arrangement
has been proposed between the company and its creditors or any class
of such creditors, the Court may, in addition to any of its powers, on
the application in a summary way of the company or of any member,
creditor or holder of units of shares of the company restrain further
proceedings in any action or proceeding against the company except
by leave of the Court and subject to such terms as the Court imposes.
[Act 36 of 2014 wef 03/01/2016]

(10A) Where the terms of any compromise or arrangement

approved under this section provides for any money or other
consideration to be held by or on behalf of any party to the

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2006 Ed. Companies CAP. 50 420
compromise or arrangement in trust for any person, the person
holding the money or other consideration may, after the expiration of
2 years and shall before the expiration of 10 years from the date on
which the money or other consideration was received by the person,
transfer the money or other consideration to the Official Receiver.
[Act 36 of 2014 wef 01/07/2015]

(10B) The Official Receiver shall —

(a) deal with any moneys received under subsection (10A) as
if the moneys were paid to him under section 322; and
(b) sell or dispose of any other consideration received under
subsection (10A) in such manner as he thinks fit and shall
deal with the proceeds of such sale or disposal as if it were
moneys paid to him under section 322.
[Act 36 of 2014 wef 01/07/2015]

(11) In this section —

“arrangement” includes a reorganisation of the share capital of a
company by the consolidation of shares of different classes or
by the division of shares into shares of different classes or by
both these methods;
“company” means any corporation liable to be wound up under
this Act;
[Act 36 of 2014 wef 03/01/2016]

“holder of units of shares” does not include a person who holds

units of shares only beneficially.
[Act 36 of 2014 wef 03/01/2016]

Information as to compromise with creditors, members and

holders of units of shares of company
211.—(1) Where a meeting is summoned under section 210, there
shall —
(a) with every notice summoning the meeting which is sent to
a creditor, member or holder of units of shares of the
company, be sent also a statement explaining the effect of
the compromise or arrangement and in particular stating
any material interests of the directors, whether as directors
or as members, creditors or holders of units of shares of the

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421 CAP. 50 Companies 2006 Ed.

company or otherwise, and the effect thereon of the

compromise or arrangement in so far as it is different from
the effect on the like interests of other persons; and
(b) in every notice summoning the meeting which is given by
advertisement, be included either such a statement or a
notification of the place at which and the manner in which
creditors, members or holders of units of shares of the
company entitled to attend the meeting may obtain copies
of such a statement.
[Act 36 of 2014 wef 03/01/2016]

(2) Where the compromise or arrangement affects the rights of

debenture holders, the statement shall give the like explanation with
respect to the trustee for the debenture holders as, under
subsection (1), a statement is required to give with respect to the
directors.
(3) Where a notice given by advertisement includes a notification
that copies of such a statement can be obtained, every creditor,
member or holder of units of shares of the company entitled to attend
the meeting shall on making application in the manner indicated by
the notice be furnished by the company free of charge with a copy of
the statement.
[Act 36 of 2014 wef 03/01/2016]

(4) Each director and each trustee for debenture holders shall give
notice to the company of such matters relating to himself as may be
necessary for the purposes of this section within 7 days of the receipt
of a request in writing for information as to such matters.
(5) Where default is made in complying with any requirement of
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 or to imprisonment for a term not
exceeding 12 months.
[15/84]

(6) For the purpose of subsection (5), the liquidator of the company
and any trustee for debenture holders shall be deemed to be an officer
of the company.

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2006 Ed. Companies CAP. 50 422
(7) Notwithstanding subsection (5), a person shall not be liable
under that subsection if he shows that the default was due to the
refusal of any other person, being a director or trustee for debenture
holders, to supply the necessary particulars as to his interests.
[Act 36 of 2014 wef 03/01/2016]

Application of sections 211B to 211J, etc.

211A.—(1) Sections 211B to 211J only apply in a case that
involves a compromise or an arrangement between a company and its
creditors or any class of those creditors.
(2) Except as provided in sections 211G, 211H and 211I,
sections 211B to 211J do not derogate from sections 210 and 211.
(3) In this section and sections 211B to 211J, “company” means any
corporation liable to be wound up under this Act, but excludes such
company or class of companies as the Minister may by order in the
Gazette prescribe.
[Act 15 of 2017 wef 23/05/2017]

Power of Court to restrain proceedings, etc., against company

211B.—(1) Where a company proposes, or intends to propose, a
compromise or an arrangement between the company and its
creditors or any class of those creditors, the Court may, on the
application of the company, make one or more of the following
orders, each of which is in force for such period as the Court thinks
fit:
(a) an order restraining the passing of a resolution for the
winding up of the company;
(b) an order restraining the appointment of a receiver or
manager over any property or undertaking of the company;
(c) an order restraining the commencement or continuation of
any proceedings (other than proceedings under this section
or section 210, 211D, 211G, 211H or 212) against the
company, except with the leave of the Court and subject to
such terms as the Court imposes;

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423 CAP. 50 Companies 2006 Ed.

(d) an order restraining the commencement, continuation or

levying of any execution, distress or other legal process
against any property of the company, except with the leave
of the Court and subject to such terms as the Court
imposes;
(e) an order restraining the taking of any step to enforce any
security over any property of the company, or to repossess
any goods held by the company under any chattels leasing
agreement, hire-purchase agreement or retention of title
agreement, except with the leave of the Court and subject
to such terms as the Court imposes;
(f) an order restraining the enforcement of any right of
re-entry or forfeiture under any lease in respect of any
premises occupied by the company (including any
enforcement pursuant to section 18 or 18A of the
Conveyancing and Law of Property Act (Cap. 61)),
except with the leave of the Court and subject to such
terms as the Court imposes.
(2) The company may make the application under subsection (1)
only if all of the following conditions are satisfied:
(a) no order has been made and no resolution has been passed
for the winding up of the company;
(b) the company makes, or undertakes to the Court to make as
soon as practicable —
(i) an application under section 210(1) for the Court to
order to be summoned a meeting of the creditors or
class of creditors in relation to the compromise or
arrangement mentioned in subsection (1); or
(ii) an application under section 211I(1) to approve the
compromise or arrangement mentioned in
subsection (1);
(c) the company does not make an application under
section 210(10).

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2006 Ed. Companies CAP. 50 424
(3) When the company makes the application under subsection (1)
to the Court —
(a) the company must publish a notice of the application in the
Gazette and in at least one English local daily newspaper,
and send a copy of the notice published in the Gazette to
the Registrar; and
(b) unless the Court orders otherwise, the company must send
a notice of the application to each creditor meant to be
bound by the intended or proposed compromise or
arrangement and who is known to the company.
(4) The company must file the following with the Court together
with the application under subsection (1):
(a) evidence of support from the company’s creditors for the
intended or proposed compromise or arrangement,
together with an explanation of how such support would
be important for the success of the intended or proposed
compromise or arrangement;
(b) in a case where the company has not proposed the
compromise or arrangement to the creditors or class of
creditors yet, a brief description of the intended
compromise or arrangement, containing sufficient
particulars to enable the Court to assess whether the
intended compromise or arrangement is feasible and merits
consideration by the company’s creditors when a statement
mentioned in section 211(1)(a) or 211I(3)(a) relating to the
intended compromise or arrangement is placed before
those creditors;
(c) a list of every secured creditor of the company;
(d) a list of all unsecured creditors who are not related to the
company or, if there are more than 20 such unsecured
creditors, a list of the 20 such unsecured creditors whose
claims against the company are the largest among all such
unsecured creditors.

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425 CAP. 50 Companies 2006 Ed.

(5) An order of the Court under subsection (1) —

(a) may be made subject to such terms as the Court imposes;
and
(b) may be expressed to apply to any act of any person in
Singapore or within the jurisdiction of the Court, whether
the act takes place in Singapore or elsewhere.
(6) When making an order under subsection (1), the Court must
order the company to submit to the Court, within such time as the
Court may specify, sufficient information relating to the company’s
financial affairs to enable the company’s creditors to assess the
feasibility of the intended or proposed compromise or arrangement,
including such of the following information as the Court may specify:
(a) a report on the valuation of each of the company’s
significant assets;
(b) if the company acquires or disposes of any property or
grants security over any property — information relating to
the acquisition, disposal or grant of security, such
information to be submitted not later than 14 days after
the date of the acquisition, disposal or grant of security;
(c) periodic financial reports of the company and the
company’s subsidiaries;
(d) forecasts of the profitability, and the cash flow from the
operations, of the company and the company’s
subsidiaries.
(7) The Court may extend the period for which an order under
subsection (1) is in force, if an application for the extension of the
period is made by the company before the expiry of that period.
(8) Subject to subsection (9), during the automatic moratorium
period for an application under subsection (1) by a company —
(a) no order may be made, and no resolution may be passed,
for the winding up of the company;
(b) no receiver or manager may be appointed over any
property or undertaking of the company;

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2006 Ed. Companies CAP. 50 426
(c) no proceedings (other than proceedings under this section
or section 210, 211D, 211G, 211H or 212) may be
commenced or continued against the company, except
with the leave of the Court and subject to such terms as the
Court imposes;
(d) no execution, distress or other legal process may be
commenced, continued or levied against any property of
the company, except with the leave of the Court and subject
to such terms as the Court imposes;
(e) no step may be taken to enforce any security over any
property of the company, or to repossess any goods under
any chattels leasing agreement, hire-purchase agreement or
retention of title agreement, except with the leave of the
Court and subject to such terms as the Court imposes; and
(f) despite sections 18 and 18A of the Conveyancing and Law
of Property Act (Cap. 61), no right of re-entry or forfeiture
under any lease in respect of any premises occupied by the
company may be enforced, except with the leave of the
Court and subject to such terms as the Court imposes.
(9) Subsection (8) does not apply to a company that makes an
application under subsection (1) if, within the period of 12 months
immediately before the date on which that application is made, the
company made an earlier application under subsection (1) to which
subsection (8) applied.
(10) The company, any creditor of the company, or any receiver and
manager of the whole (or substantially the whole) of the property or
undertaking of the company, may apply to the Court for —
(a) the discharge or variation of any order made under
subsection (1); or
(b) an order that subsection (8), or any paragraph of that
subsection that is specified in the order, does not apply to
the company starting on the date of the order.
(11) The Court must grant an application under subsection (10) by a
creditor of a company, or by a receiver and manager of the whole (or
substantially the whole) of the property or undertaking of a company,

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427 CAP. 50 Companies 2006 Ed.

if the company failed to comply with subsection (4) when making the
application under subsection (1) for the order.
(12) Neither an order made by the Court under subsection (1) nor
subsection (8) affects the exercise of any legal right under any
arrangement (including a set-off arrangement or a netting
arrangement) that may be prescribed by regulations made under
section 411.
(13) In this section —
“automatic moratorium period”, in relation to an application
under subsection (1), means the period starting on the date on
which the application is made, and ending on the earlier of
the following:
(a) a date that is 30 days after the date on which the
application is made;
(b) the date on which the application is decided by the
Court;
“chattels leasing agreement”, “hire-purchase agreement” and
“retention of title agreement” have the same meanings as in
section 227AA;
“netting arrangement” means an arrangement under which 2 or
more claims or obligations can be converted into a net claim
or obligation, and includes a close-out netting arrangement
(under which actual or theoretical debts are calculated during
the course of a contract for the purpose of enabling them to be
set-off against each other or to be converted into a net debt);
“set-off arrangement” means an arrangement under which 2 or
more debts, claims or obligations can be set-off against each
other.
[Act 15 of 2017 wef 23/05/2017]

Power of Court to restrain proceedings, etc., against subsidiary

or holding company
211C.—(1) Where the Court has made an order under
section 211B(1) in relation to a company (called in this section the
subject company), the Court may, on the application of a company

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that is a subsidiary, a holding company or an ultimate holding
company of the subject company (called in this section the related
company), make one or more of the following orders, each of which
is in force for such period (but not exceeding the period for which the
order under section 211B(1) is in force) as the Court thinks fit:
(a) an order restraining the passing of a resolution for the
winding up of the related company;
(b) an order restraining the appointment of a receiver or
manager over any property or undertaking of the related
company;
(c) an order restraining the commencement or continuation of
any proceedings (other than proceedings under this section
or section 210, 211D, 211G, 211H or 212) against the
related company, except with the leave of the Court and
subject to such terms as the Court imposes;
(d) an order restraining the commencement, continuation or
levying of any execution, distress or other legal process
against any property of the related company, except with
the leave of the Court and subject to such terms as the
Court imposes;
(e) an order restraining the taking of any step to enforce any
security over any property of the related company, or to
repossess any goods held by the related company under
any chattels leasing agreement, hire-purchase agreement or
retention of title agreement, except with the leave of the
Court and subject to such terms as the Court imposes;
(f) an order restraining the enforcement of any right of
re-entry or forfeiture under any lease in respect of any
premises occupied by the related company (including any
enforcement pursuant to section 18 or 18A of the
Conveyancing and Law of Property Act (Cap. 61)),
except with the leave of the Court and subject to such
terms as the Court imposes.
(2) The related company may make the application under
subsection (1) only if all of the following conditions are satisfied:

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(a) no order has been made and no resolution has been passed
for the winding up of the related company;
(b) the order under section 211B(1) made in relation to the
subject company is in force;
(c) the related company plays a necessary and integral role in
the compromise or arrangement relied on by the subject
company to make the application for the order under
section 211B(1);
(d) the compromise or arrangement mentioned in
paragraph (c) will be frustrated if one or more of the
actions that may be restrained by an order under
subsection (1) are taken against the related company;
(e) the Court is satisfied that the creditors of the related
company will not be unfairly prejudiced by the making of
an order under subsection (1).
(3) When the related company makes the application under
subsection (1) to the Court —
(a) the related company must publish a notice of the
application in the Gazette and in at least one English
local daily newspaper, and send a copy of the notice
published in the Gazette to the Registrar; and
(b) unless the Court orders otherwise, the related company
must send a notice of the application to each creditor of the
related company who will be affected by an order under
subsection (1) and who is known to the related company.
(4) An order of the Court under subsection (1) —
(a) may be made subject to such terms as the Court imposes;
and
(b) may be expressed to apply to any act of any person in
Singapore or within the jurisdiction of the Court, whether
the act takes place in Singapore or elsewhere.
(5) The Court may extend the period for which an order under
subsection (1) is in force, if an application for the extension of the

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period is made by the related company before the expiry of that
period.
(6) The related company, any creditor of the related company, or
any receiver and manager of the whole (or substantially the whole) of
the property or undertaking of the related company, may apply to the
Court for the discharge or variation of any order made under
subsection (1).
(7) An order made by the Court under subsection (1) does not affect
the exercise of any legal right under any arrangement (including a
set-off arrangement or a netting arrangement) that may be prescribed
by regulations made under section 411.
(8) In this section —
“chattels leasing agreement”, “hire-purchase agreement” and
“retention of title agreement” have the same meanings as in
section 227AA;
“netting arrangement” means an arrangement under which 2 or
more claims or obligations can be converted into a net claim
or obligation, and includes a close-out netting arrangement
(under which actual or theoretical debts are calculated during
the course of a contract for the purpose of enabling them to be
set-off against each other or to be converted into a net debt);
“set-off arrangement” means an arrangement under which 2 or
more debts, claims or obligations can be set-off against each
other.
[Act 15 of 2017 wef 23/05/2017]

Restraint of disposition of property, etc., during moratorium

period
211D.—(1) The Court may, on an application made by any creditor
of a relevant company at any time during a moratorium period, make
either or both of the following orders, each of which is in force for
such part of the moratorium period as the Court thinks fit:
(a) an order restraining the relevant company from disposing
of the property of the relevant company other than in good

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faith and in the ordinary course of the business of the

relevant company;
(b) an order restraining the relevant company from
transferring any share in, or altering the rights of any
member of, the relevant company.
(2) In this section —
“moratorium period”, in relation to a relevant company, means
any of the following periods that is applicable to the
company:
(a) the automatic moratorium period mentioned in
section 211B(8);
(b) the period during which an order under
section 211B(1) is in force, including any extension
of that period under section 211B(7);
(c) the period during which an order under
section 211C(1) is in force, including any extension
of the period under section 211C(5);
“relevant company” means a company that has made an
application under section 211B(1), or in relation to which
an order under section 211C(1) is made.
[Act 15 of 2017 wef 23/05/2017]

Super priority for rescue financing

211E.—(1) Where a company has made an application under
section 210(1) or 211B(1), the Court may, on an application by the
company under this subsection, make one or more of the following
orders:
(a) an order that if the company is wound up, the debt arising
from any rescue financing obtained, or to be obtained, by
the company is to be treated as if it were part of the costs
and expenses of the winding up mentioned in
section 328(1)(a);
(b) an order that if the company is wound up, the debt arising
from any rescue financing obtained, or to be obtained, by

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the company is to have priority over all the preferential
debts specified in section 328(1)(a) to (g) and all other
unsecured debts, if the company would not have been able
to obtain the rescue financing from any person unless the
debt arising from the rescue financing is given the priority
mentioned in this paragraph;
(c) an order that the debt arising from any rescue financing to
be obtained by the company is to be secured by —
(i) a security interest on property of the company that is
not otherwise subject to any security interest; or
(ii) a subordinate security interest on property of the
company that is subject to an existing security
interest,
if the company would not have been able to obtain the
rescue financing from any person unless the debt arising
from the rescue financing is secured in the manner
mentioned in this paragraph;
(d) an order that the debt arising from any rescue financing to
be obtained by the company is to be secured by a security
interest, on property of the company that is subject to an
existing security interest, of the same priority as or a higher
priority than that existing security interest, if —
(i) the company would not have been able to obtain the
rescue financing from any person unless the debt
arising from the rescue financing is secured in the
manner mentioned in this paragraph; and
(ii) there is adequate protection for the interests of the
holder of that existing security interest.
(2) A company that makes an application under subsection (1)
must, unless the Court orders otherwise, send a notice of the
application to each creditor of the company.
(3) Where a company that has 2 or more super priority debts is
wound up, the super priority debts —
(a) rank equally in priority between themselves; and

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(b) are to be paid in full or, if the company has insufficient

property to meet them, are to abate in equal proportions
between themselves.
(4) Where a company that has 2 or more super priority debts is
wound up, the super priority debts constitute one class of debts and,
despite section 328 —
(a) the super priority debts are to be paid in priority to all the
preferential debts specified in section 328(1)(a) to (g) and
all other unsecured debts; and
(b) if the property of the company available for the payment of
the super priority debts is insufficient to meet the super
priority debts, the super priority debts —
(i) have priority over the claims of the holders of any
debentures of the company secured by a floating
charge (which, as created, was a floating charge);
and
(ii) are to be paid out of any property comprised in or
subject to that floating charge.
(5) The reversal or modification on appeal of an order under
subsection (1)(c) or (d) does not affect the validity of any debt so
incurred, or any security interest that was granted pursuant to the
order, or the priority of that security interest, if the rescue financing
(from which arose the debt intended to be secured by that security
interest) was provided in good faith, whether or not with knowledge
of the appeal, unless the order was stayed pending the appeal before
the rescue financing was provided.
(6) For the purposes of subsection (1)(d)(ii), there is adequate
protection for the interests of the holder of an existing security
interest on the property of a company, if —
(a) the Court orders the company to make one or more cash
payments to the holder, the total amount of which is
sufficient to compensate the holder for any decrease in the
value of the holder’s existing security interest that may
result from the making of the order under
subsection (1)(d);

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(b) the Court orders the company to provide to the holder
additional or replacement security of a value sufficient to
compensate the holder for any decrease in the value of the
holder’s existing security interest that may result from the
making of the order under subsection (1)(d); or
(c) the Court grants any relief (other than compensation) that
will result in the realisation by the holder of the indubitable
equivalent of the holder’s existing security interest.
(7) Section 329 does not affect any priority conferred, any security
interest or relief granted, or any payment made, pursuant to and in
accordance with an order made by the Court under subsection (1).
(8) The company must, within 14 days after the date of an order
under subsection (1), lodge a copy of the order with the Registrar.
(9) In this section —
“rescue financing” means any financing that satisfies either or
both of the following conditions:
(a) the financing is necessary for the survival of a
company that obtains the financing, or of the whole
or any part of the undertaking of that company, as a
going concern;
(b) the financing is necessary to achieve a more
advantageous realisation of the assets of a company
that obtains the financing, than on a winding up of
that company;
“security interest” means any mortgage, charge, pledge, lien or
other type of security interest recognised by law;
“super priority debt” means a debt, arising from any rescue
financing obtained or to be obtained by a company, that is to
have priority, pursuant to an order under subsection (1)(b),
over all the preferential debts specified in section 328(1)(a) to
(g) and all other unsecured debts, if the company is wound
up.
[Act 15 of 2017 wef 23/05/2017]

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Filing, inspection and adjudication of proofs of debt

211F.—(1) Where the Court orders under section 210(1) a meeting
of the creditors, or a class of creditors, of a company to be summoned,
the company must state in every notice mentioned in section 211(1)
summoning the meeting (called in this section the notice summoning
the meeting) —
(a) the manner in which a creditor is to file a proof of debt with
the company; and
(b) the period within which the proof is to be filed.
(2) Subject to subsection (3), if a creditor does not file the creditor’s
proof of debt in the manner and within the period stated in the notice
summoning the meeting, the creditor is not allowed to vote (whether
in person or by proxy) at the meeting.
(3) The Court may, on an application made by the company or a
creditor, make an order extending the period stated in the notice
summoning the meeting within which a proof of debt is to be filed.
(4) Upon the making of an order under subsection (3), the company
must as soon as practicable send a notice of the order to each creditor
meant to be bound by the compromise or arrangement.
(5) Every proof of debt filed under this section is to be adjudicated
by the person who is appointed by the Court to serve as the chairman
of the meeting summoned pursuant to the order made under
section 210(1) (called in this section the chairman).
(6) A creditor who has filed a proof of debt under this section is
entitled to inspect the whole or any part of a proof of debt filed by any
other creditor, except a part of the other creditor’s proof that contains
information that is subject to any obligation as to secrecy, or to any
other restriction upon the disclosure of information, imposed by any
written law, rule of law, contract or rule of professional conduct, or by
any person or authority under any written law.
(7) The chairman must inform each creditor who has filed a proof of
debt, within such time and manner as may be prescribed, of the results
of the adjudication of the proofs of debt filed by all creditors.

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2006 Ed. Companies CAP. 50 436
(8) A creditor (A) who has filed a proof of debt may object to one or
more of the following:
(a) the rejection by the chairman of the whole or any part of
A’s proof of debt;
(b) the admission by the chairman of the whole or any part of a
proof of debt filed by another creditor;
(c) a request by another creditor to inspect the whole or any
part of A’s proof of debt.
(9) Any dispute between the chairman and the company, between
the chairman and one or more creditors in relation to the rejection of a
proof of debt, or between 2 or more creditors in relation to the
inspection or admission of a proof of debt, may be adjudicated by an
independent assessor appointed —
(a) by the agreement of all parties to the dispute; or
(b) if there is no such agreement, by the Court on the
application of —
(i) any party to the dispute; or
(ii) the company (whether or not a party to the dispute).
(10) Where a creditor, the company or the chairman disagrees with
any decision of an independent assessor on an adjudication under
subsection (9) in relation to the inspection, admission or rejection of a
proof of debt, the creditor, company or chairman (as the case may be)
may file a notice of disagreement regarding that decision for
consideration by the Court when the Court hears an application for
the Court’s approval under section 210(4) of the compromise or
arrangement in question.
(11) When exercising its discretion under section 210(4), the Court
must take into account any notice of disagreement filed under
subsection (10).
(12) The Minister may make regulations under section 411 to
provide for the procedure relating to the inspection and adjudication
of proofs of debt filed by creditors under this section.

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(13) Without restricting the generality of subsection (12), the

regulations mentioned in that subsection may provide for the
following matters:
(a) the procedures for the making of a request, by a creditor
who has filed a proof of debt, to inspect a proof of debt
filed by any other creditor, and for the objection to the
request by that other creditor;
(b) the period within which a proof of debt is to be adjudicated
by the chairman;
(c) the time and manner in which creditors are to be informed
under subsection (7) of the results of the adjudication;
(d) the procedure relating to the resolution of any dispute
mentioned in subsection (9).
(14) Despite anything in the regulations mentioned in
subsection (12), the Court may —
(a) on an application by the company, approve any variation in
or substitution of the procedure relating to the inspection
and adjudication of proofs of debt filed by creditors under
this section; and
(b) on an application by any person subject to any requirement
imposed by the regulations, grant relief to the person or
extend the time for the person to comply with the
requirement.
[Act 15 of 2017 wef 23/05/2017]

Power of Court to order re-vote

211G.—(1) At the hearing of an application for the Court’s
approval under section 210(4) of a compromise or an arrangement
between a company and its creditors or any class of those creditors,
the Court may order the company to hold another meeting of the
creditors or class of creditors (called in this section the further
meeting) for the purpose of putting the compromise or arrangement to
a re-vote.
(2) When making an order under subsection (1), the Court may —
(a) make the order subject to such terms as the Court thinks fit;

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2006 Ed. Companies CAP. 50 438
(b) direct that the further meeting be summoned or held in
such manner as the Court thinks fit; and
(c) make such orders or directions as the Court thinks
appropriate in respect of one or more of the following
matters:
(i) the classification of any creditor for the purposes of
voting at the further meeting;
(ii) the quantum of any creditor’s debt that is to be
admitted for the purposes of voting at the further
meeting;
(iii) the weight to be attached to the vote of any creditor at
the further meeting.
[Act 15 of 2017 wef 23/05/2017]

Power of Court to cram down

211H.—(1) This section applies where —
(a) a compromise or an arrangement between a company and
its creditors or any class of those creditors has been voted
on at a relevant meeting;
(b) the creditors meant to be bound by the compromise or
arrangement are placed in 2 or more classes of creditors for
the purposes of voting on the compromise or arrangement
at the relevant meeting;
(c) the conditions in section 210(3AB)(a) and (b) (insofar as
they are applicable) are satisfied at the relevant meeting in
respect of at least one class of creditors; and
(d) either or both of the conditions in section 210(3AB)(a) and
(b) (insofar as they are applicable) are not satisfied at the
relevant meeting in respect of at least one class of creditors
(each called in this section a dissenting class).
(2) Despite section 210(3AA) and (3AB)(a) and (b), the Court may,
subject to this section and on the application of the company, or a
creditor of the company who has obtained the leave of the Court to
make an application under this subsection, approve the compromise
or arrangement, and order that the compromise or arrangement be

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binding on the company and all classes of creditors meant to be bound

by the compromise or arrangement.
(3) The Court may not make an order under subsection (2) unless —
(a) a majority in number of the creditors meant to be bound by
the compromise or arrangement, and who were present and
voting either in person or by proxy at the relevant meeting,
have agreed to the compromise or arrangement;
(b) the majority in number of creditors mentioned in
paragraph (a) represents three-fourths in value of the
creditors meant to be bound by the compromise or
arrangement, and who were present and voting either in
person or by proxy at the relevant meeting; and
(c) the Court is satisfied that the compromise or arrangement
does not discriminate unfairly between 2 or more classes of
creditors, and is fair and equitable to each dissenting class.
(4) For the purposes of subsection (3)(c), a compromise or an
arrangement is not fair and equitable to a dissenting class unless —
(a) no creditor in the dissenting class receives, under the terms
of the compromise or arrangement, an amount that is lower
than what the creditor is estimated by the Court to receive
in the most likely scenario if the compromise or
arrangement does not become binding on the company
and all classes of creditors meant to be bound by the
compromise or arrangement; and
(b) either of the following applies:
(i) where the creditors in the dissenting class are secured
creditors, the terms of the compromise or
arrangement must —
(A) provide for each creditor in the dissenting class
to receive deferred cash payments totalling the
amount of the creditor’s claim that is secured
by the security held by the creditor, and
preserve that security and the extent of that
claim (whether or not the property subject to

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2006 Ed. Companies CAP. 50 440
that security is to be retained by the company
or transferred to another entity under the terms
of the compromise or arrangement);
(B) provide that where the security held by any
creditor in the dissenting class to secure the
creditor’s claim is to be realised by the
company free of encumbrances, the creditor
has a charge over the proceeds of the
realisation to satisfy the creditor’s claim that
is secured by that security; or
(C) provide that each creditor in the dissenting
class is entitled to realise the indubitable
equivalent of the security held by the creditor
in order to satisfy the creditor’s claim that is
secured by that security;
(ii) where the creditors in the dissenting class are
unsecured creditors, the terms of the compromise
or arrangement —
(A) must provide for each creditor in that class to
receive property of a value equal to the amount
of the creditor’s claim; or
(B) must not provide for any creditor with a claim
that is subordinate to the claim of a creditor in
the dissenting class, or any member, to receive
or retain any property on account of the
subordinate claim or the member’s interest.
(5) The Court may appoint any person of suitable knowledge,
qualification or experience to assist the Court in estimating the
amount that a creditor is expected to receive in the most likely
scenario if the compromise or arrangement does not become binding
on the company and all classes of creditors meant to be bound by the
compromise or arrangement.

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(6) In this section, “relevant meeting” means —

(a) in a case where the compromise or arrangement in question
is subject to a re-vote under section 211G(1), the meeting
held for that purpose; or
(b) in any other case, the meeting ordered by the Court under
section 210(1) or, if that meeting is adjourned under
section 210(3), the adjourned meeting.
[Act 15 of 2017 wef 23/05/2017]

Power of Court to approve compromise or arrangement

without meeting of creditors
211I.—(1) Despite section 210 but subject to this section, where a
compromise or an arrangement is proposed between a company and
its creditors or any class of those creditors, the Court may, on an
application made by the company, make an order approving the
compromise or arrangement, even though no meeting of the creditors
or class of creditors has been ordered under section 210(1) or held.
(2) Subject to subsection (12), if the compromise or arrangement is
approved by order of the Court under subsection (1), the compromise
or arrangement is binding on the company and the creditors or class
of creditors meant to be bound by the compromise or arrangement.
(3) The Court must not approve a compromise or an arrangement
under subsection (1) unless —
(a) the company has provided each creditor meant to be bound
by the compromise or arrangement with a statement that
complies with subsection (8) and contains the following
information:
(i) information concerning the company’s property,
assets, business activities, financial condition and
prospects;
(ii) information on the manner in which the terms of the
compromise or arrangement will, if it takes effect,
affect the rights of the creditor;

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2006 Ed. Companies CAP. 50 442
(iii) such other information as is necessary to enable the
creditor to make an informed decision whether to
agree to the compromise or arrangement;
(b) the company has published a notice of the application
under subsection (1) in the Gazette and in at least one
English local daily newspaper, and has sent a copy of the
notice published in the Gazette to the Registrar;
(c) the company has sent a notice and a copy of the application
under subsection (1) to each creditor meant to be bound by
the compromise or arrangement; and
(d) the Court is satisfied that had a meeting of the creditors or
class of creditors been summoned, the conditions in
section 210(3AB)(a) and (b) (insofar as they relate to the
creditors or class of creditors) would have been satisfied.
(4) Despite subsection (3)(c), the company may, if directed by the
Court, give notice of the application under subsection (1) to the
creditors or class of creditors in such manner as the Court may direct.
(5) Where the company is a banking corporation or licensed
insurer, the Monetary Authority of Singapore established under the
Monetary Authority of Singapore Act (Cap. 186) has the same
powers and rights as a creditor of the company under this Act,
including the right to appear and be heard before a Court in any
proceedings under this section.
(6) Subject to subsection (7), the Court may grant its approval of a
compromise or an arrangement subject to such alterations or
conditions as the Court thinks just.
(7) The Court must not approve any compromise or arrangement
which has been proposed for the purposes of or in connection with
any scheme mentioned in section 212(1), under which the whole or
any part of the undertaking or the property of a banking corporation
incorporated in Singapore or licensed insurer incorporated in
Singapore is to be transferred, unless the Minister charged with the
responsibility for banking or insurance matters, as the case may be,
has consented to the compromise or arrangement or has certified that
his consent is not required.

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(8) The statement mentioned in subsection (3)(a) must —

(a) explain the effect of the compromise or arrangement and,
in particular, state —
(i) any material interests of the directors of the company
(whether as directors or as members, creditors or
holders of units of shares of the company or
otherwise); and
(ii) the effect that the compromise or arrangement has on
those interests, insofar as that effect is different from
the effect that the compromise or arrangement has on
the like interests of other persons; and
(b) where the compromise or arrangement affects the rights of
debenture holders, contain the like explanation with
respect to the trustees for the debenture holders as, under
paragraph (a), the statement is required to give with respect
to the directors of the company.
(9) Each director, and each trustee for debenture holders, must give
notice to the company of such matters relating to the director or
trustee as may be necessary for the purposes of subsection (8) within
7 days after the director or trustee receives a request in writing from
the company for information as to such matters.
(10) Any director of a company or trustee for debenture holders
who contravenes subsection (9) 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.
(11) A person, being a director of a company or a trustee for
debenture holders, is not guilty of an offence under subsection (10), if
the person shows that the person’s contravention of subsection (9)
was due to the refusal of another director of the company or trustee
for debenture holders to supply to the person the particulars of the
person’s material interests affected by the compromise or
arrangement.
(12) Unless the Court orders otherwise, an order made under
subsection (1) —

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2006 Ed. Companies CAP. 50 444
(a) has no effect until a copy of the order is lodged with the
Registrar; and
(b) takes effect starting on the date of the lodgment.
(13) Where the terms of any compromise or arrangement approved
under this section provides for any money or other consideration to be
held by or on behalf of any party to the compromise or arrangement in
trust for any person, the person holding the money or other
consideration may after the expiration of 2 years, and must before
the expiration of 10 years, starting on the date on which the money or
other consideration was received by the person, transfer the money or
other consideration to the Official Receiver.
(14) The Official Receiver must —
(a) deal with any moneys received under subsection (13) as if
the moneys were paid to the Official Receiver under
section 322; and
(b) sell or dispose of any other consideration received under
subsection (13) in such manner as the Official Receiver
thinks fit, and deal with the proceeds of the sale or disposal
as if those proceeds were moneys paid to the Official
Receiver under section 322.
[Act 15 of 2017 wef 23/05/2017]

Power of Court to review act, omission or decision, etc., after

approval, etc., of compromise or arrangement
211J.—(1) This section applies after a compromise or an
arrangement, between a company and its creditors or any class of
those creditors, has been approved by the Court under section 210(4)
or 211I(1).
(2) Where the Court is satisfied that the company or the scheme
manager of the compromise or arrangement has committed an act or
omission, or made a decision, that results in a breach of any term of
the compromise or arrangement, the Court may, on the application of
the company, the scheme manager or any creditor bound by the
compromise or arrangement —

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445 CAP. 50 Companies 2006 Ed.

(a) reverse or modify the act or decision of the company or the

scheme manager; or
(b) give such direction or make such order as the Court thinks
fit to rectify the act, omission or decision of the company
or scheme manager.
(3) The Court may, on an application of the company, the scheme
manager or any creditor bound by the compromise or arrangement,
clarify any term of the compromise or arrangement.
(4) No order or clarification made, and no direction given, by the
Court under subsection (2) or (3) may alter, or affect any person’s
rights under, the terms of the compromise or arrangement as
approved by the Court under section 210(4) or 211I(1).
(5) In this section, “scheme manager”, in relation to a compromise
or an arrangement, means a person appointed by the Court or the
company to administer the compromise or arrangement.
[Act 15 of 2017 wef 23/05/2017]

Approval of compromise or arrangement by Court

212.—(1) Where an application is made to the Court under this Part
for the approval of a compromise or arrangement and it is shown to
the Court that the compromise or arrangement has been proposed for
the purposes of or in connection with a scheme for the reconstruction
of any company or companies or the amalgamation of any 2 or more
companies, and that under the scheme the whole or any part of the
undertaking or the property of any company concerned in the scheme
(referred to in this section as the transferor company) is to be
transferred to another company (referred to in this section as the
transferee company), the Court may, subject to subsection (1A),
either by the order approving the compromise or arrangement or by
any subsequent order provide for all or any of the following matters:
(a) the transfer to the transferee company of the whole or any
part of the undertaking and of the property or liabilities of
the transferor company;
(b) the allotting or appropriation by the transferee company of
any shares, debentures, policies or other like interests in
that company which under the compromise or arrangement

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2006 Ed. Companies CAP. 50 446
are to be allotted or appropriated by that company to or for
any person;
(c) the continuation by or against the transferee company of
any legal proceedings pending by or against the transferor
company;
(d) the dissolution, without winding up, of the transferor
company;
(e) the provision to be made for any persons who, within such
time and in such manner as the Court directs, dissent from
the compromise or arrangement;
(f) such incidental, consequential and supplemental matters as
are necessary to secure that the reconstruction or
amalgamation shall be fully and effectively carried out.
[1/2007 wef 31/03/2007]

(1A) Without prejudice to sections 210(4A) and 211I(7), the Court

shall not make any order providing for the transfer of the whole or any
part of the undertaking or the property of a banking corporation
incorporated in Singapore or licensed insurer incorporated in
Singapore unless the Minister charged with the responsibility for
banking or insurance matters, as the case may be, has consented to the
transfer or has certified that his consent is not required.
[16/2011 wef 01/05/2011]
[Act 11 of 2013 wef 18/04/2013]
[Act 15 of 2017 wef 23/05/2017]

(2) Where an order made under this section provides for the transfer
of property or liabilities, then by virtue of the order that property shall
be transferred to and vest in, and those liabilities shall be transferred
to and become the liabilities of, the transferee company, free in the
case of any particular property if the order so directs, from any charge
which is by virtue of the compromise or arrangement to cease to have
effect.
(3) Where an order is made under this section, every company in
relation to which the order is made shall lodge within 7 days of the
making of the order —
(a) a copy of the order with the Registrar; and

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(b) where the order relates to land, an office copy of the order
with the appropriate authority concerned with the
registration or recording of dealings in that land,
and every company which makes default in complying with this
section 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.
[15/84; 12/2002]

(4) No vesting order, referred to in this section, shall have any effect
or operation in transferring or otherwise vesting land until the
appropriate entries are made with respect to the vesting of that land by
the appropriate authority.
(5) In this section —
“liabilities” includes duties;
“property” includes property, rights and powers of every
description.
(6) In this section, “company” means any corporation liable to be
wound up under this Act.
[Act 36 of 2014 wef 01/07/2015]

Take-over offers
213. [Repealed by S 675/2001]

Variation of take-over offers

214. [Repealed by S 675/2001]

Power to acquire shares of shareholders dissenting from

scheme or contract approved by 90% majority
215.—(1) Where a scheme or contract involving the transfer of all
of the shares or all of the shares in any particular class in a company
(referred to in this section as the transferor company) to a person
(referred to in this section as the transferee) has, within 4 months after
the making of the offer in that behalf by the transferee, been approved
as to the shares or as to each class of shares whose transfer is involved
by the holders of not less than 90% of the total number of those shares
(excluding treasury shares) or of the shares of that class (other than

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2006 Ed. Companies CAP. 50 448
shares already held at the date of the offer by the transferee, and
excluding any shares in the transferor company held as treasury
shares), the transferee may at any time within 2 months, after the offer
has been so approved, give notice in the prescribed manner to any
dissenting shareholder that it desires to acquire his shares; and when
such a notice is given the transferee shall, unless on an application
made by the dissenting shareholder within one month from the date
on which the notice was given or within 14 days of a statement being
supplied to a dissenting shareholder pursuant to subsection (2)
(whichever is the later) the Court thinks fit to order otherwise, be
entitled and bound to acquire those shares on the terms which, under
the scheme or contract the shares of the approving shareholders are to
be transferred to the transferee or if the offer contained 2 or more
alternative sets of terms upon the terms which were specified in the
offer as being applicable to dissenting shareholders.
[15/84; 8/2003; 21/2005]
[Act 36 of 2014 wef 03/01/2016]

(1A) Where alternative terms were offered to the shareholders, a

dissenting shareholder is entitled to elect not later than the end of one
month after the date on which the notice is given under subsection (1),
or 14 days after a statement is supplied under subsection (2),
whichever is the later, which of those terms the dissenting
shareholder prefers.
[Act 36 of 2014 wef 03/01/2016]

(1B) In offering alternative terms to the shareholders, the transferee

shall state which of those terms is to apply to the acquisition of the
shares of a dissenting shareholder where the dissenting shareholder
fails to make the election within the time allowed under
subsection (1A).
[Act 36 of 2014 wef 03/01/2016]

(1C) In determining whether the scheme or contract has been

approved by the holders of the requisite number of shares, or shares of
any particular class, under subsection (1), the following shares shall
be disregarded:
(a) shares that are issued after the date of the offer; and

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(b) relevant treasury shares that cease to be held as treasury

shares after the date of the offer.
[Act 36 of 2014 wef 03/01/2016]

(1D) In subsection (1C)(b), “relevant treasury shares” means —

(a) shares that are held by the transferor company as treasury
shares on the date of the offer; or
(b) shares that become shares held by the transferor company
as treasury shares after the date of the offer but before a
date specified in or determined in accordance with the
terms of the offer.
[Act 36 of 2014 wef 03/01/2016]

(2) Where a transferee has given notice to any dissenting

shareholder that it desires to acquire his shares, the dissenting
shareholder shall be entitled to require the transferor company by a
demand in writing served on the transferor company, within one
month from the date on which the notice was given, to supply him
with a statement in writing of the names and addresses of all other
dissenting shareholders as shown in the register of members, and the
transferee shall not be entitled or bound to acquire the shares of the
dissenting shareholders until 14 days after the posting of the
statement of such names and addresses to the dissenting shareholder.
[Act 36 of 2014 wef 03/01/2016]

(3) Where, in pursuance of any such scheme or contract, shares in a

transferor company are transferred to a transferee or its nominee and
those shares together with any other shares in the transferor company
held by the transferee at the date of the transfer comprise or include
90% of the total number of the shares in the transferor company or of
any class of those shares, then —
(a) the transferee shall within one month from the date of the
transfer (unless on a previous transfer in pursuance of the
scheme or contract it has already complied with this
requirement) give notice of that fact in the prescribed
manner to the holders of the remaining shares or of the
remaining shares of that class who have not assented to the
scheme or contract; and

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2006 Ed. Companies CAP. 50 450
(b) any such holder may within 3 months from the giving of
the notice to him require the transferee to acquire the
shares in question,
and where a shareholder gives notice under paragraph (b) with
respect to any shares, the transferee shall be entitled and bound to
acquire those shares on the terms on which under the scheme or
contract the shares of the approving shareholders were transferred to
it, or on such other terms as are agreed or as the Court on the
application of either the transferee or the shareholder thinks fit to
order.
[Act 36 of 2014 wef 03/01/2016]

(3A) In subsection (3), for the purpose of calculating whether 90%

of the total number of shares are held by the transferee, shares held by
the transferor company as treasury shares are to be treated as having
been acquired by the transferee.
[Act 36 of 2014 wef 03/01/2016]

(4) Where a notice has been given by the transferee under

subsection (1) and the Court has not, on an application made by
the dissenting shareholder, ordered to the contrary, the transferee
shall, after the expiration of one month after the date on which the
notice has been given or, after 14 days after a statement has been
supplied to a dissenting shareholder pursuant to subsection (2) or if an
application to the Court by the dissenting shareholder is then pending,
after that application has been disposed of, transmit a copy of the
notice to the transferor company together with an instrument of
transfer executed, on behalf of the shareholder by any person
appointed by the transferee, and on its own behalf by the transferee,
and pay, allot or transfer to the transferor company the amount or
other consideration representing the price payable by the transferee
for the shares which by virtue of this section the transferee is entitled
to acquire, and the transferor company shall thereupon register the
transferee as the holder of those shares.
[Act 36 of 2014 wef 03/01/2016]

(5) Any sums received by the transferor company under this section
shall be paid into a separate bank account, and any such sums and any
other consideration so received shall be held by the transferor

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451 CAP. 50 Companies 2006 Ed.

company in trust for the several persons entitled to the shares in

respect of which they were respectively received.
[Act 36 of 2014 wef 03/01/2016]

(6) Where any money or other consideration is held in trust by a

company for any person under this section, the company holding the
money or other consideration may, after the expiration of 2 years and
shall before the expiration of 10 years from the date on which the
money or other consideration was received by the person, transfer the
money or other consideration to the Official Receiver.
[Act 36 of 2014 wef 01/07/2015]

(7) The Official Receiver shall —

(a) deal with any moneys received under subsection (6) as if
the moneys were paid to him under section 322; and
(b) sell or dispose of any other consideration received under
subsection (6) in such manner as he thinks fit and shall deal
with the proceeds of such sale or disposal as if it were
moneys paid to him under section 322.
[Act 36 of 2014 wef 01/07/2015]

(8) In this section, a dissenting shareholder includes a shareholder

who has not assented to the scheme or contract and any shareholder
who has failed or refused to transfer his shares to the transferee in
accordance with the scheme or contract.
[Act 36 of 2014 wef 01/07/2015]
[Act 36 of 2014 wef 03/01/2016]

(8A) In this section and sections 215AA and 215AB —

(a) “shares” shall include units of shares;
(b) “shareholders” includes holders of units of shares but does
not include a person who holds units of shares only
beneficially;
(c) “register of members” includes any records kept by or with
respect to the transferor company of the names and
addresses of holders of units of shares.
[Act 36 of 2014 wef 03/01/2016]

(8B) Nothing in the definition of “shares” in subsection (8A) shall

be read as requiring any securities to be treated —

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2006 Ed. Companies CAP. 50 452
(a) as shares of the same class as those into which they are
convertible or for which the holder is entitled to subscribe;
or
(b) as shares of the same class as other securities by reason
only that the shares into which they are convertible or for
which the holder is entitled to subscribe are of the same
class.
[Act 36 of 2014 wef 03/01/2016]

(9) For the purposes of this section, shares held or acquired —

(a) by a nominee on behalf of the transferee; or
[Act 36 of 2014 wef 03/01/2016]

(b) by a related corporation of the transferee or by a nominee

of that related corporation,
[Act 36 of 2014 wef 03/01/2016]

shall be treated as held or acquired by the transferee.

[8/2003]
[Act 36 of 2014 wef 03/01/2016]

(10) The reference in subsection (1) to shares already held by the

transferee includes a reference to shares which the transferee has
contracted to acquire but that shall not be construed as including
shares which are the subject of a contract binding the holder thereof to
accept the offer when it is made, being a contract entered into by the
holder for no consideration and under seal or for no consideration
other than a promise by the transferee to make the offer.
[8/2003]
[Act 36 of 2014 wef 03/01/2016]

(11) Where, during the period within which an offer for the transfer
of shares to the transferee can be approved, the transferee acquires or
contracts to acquire any of the shares whose transfer is involved but
otherwise than by virtue of the approval of the offer, then, if —
(a) the consideration for which the shares are acquired or
contracted to be acquired (referred to in this subsection as
the acquisition consideration) does not at that time exceed
the consideration specified in the terms of the offer; or
(b) those terms are subsequently revised so that when the
revision is announced the acquisition consideration, at the

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453 CAP. 50 Companies 2006 Ed.

time referred to in paragraph (a), no longer exceeds the

consideration specified in those terms,
the transferee shall be treated for the purposes of this section as
having acquired or contracted to acquire those shares by virtue of the
approval of the offer.
[8/2003]
[Act 36 of 2014 wef 03/01/2016]

Joint offers
215AA.—(1) In the case of a scheme involving an offer to acquire
all of the shares in a company, or all of the shares in any particular
class in a company, by 2 or more persons jointly (referred to in this
section as the joint transferees), section 215 shall be read subject to
this section.
(2) The conditions for the exercise of the rights conferred by
section 215(1) are satisfied —
(a) in the case of acquisitions of shares by virtue of
acceptances of the offer, by the joint transferees
acquiring or unconditionally contracting to acquire the
necessary shares jointly; or
(b) in other cases, by the joint transferees acquiring or
unconditionally contracting to acquire the necessary
shares either jointly or separately.
(3) The conditions for the exercise of the rights conferred by
section 215(3) are satisfied —
(a) in the case of acquisitions of shares by virtue of
acceptances of the offer, by the joint transferees
acquiring or unconditionally contracting to acquire the
necessary shares jointly; or
(b) in other cases, by the joint transferees acquiring or
contracting (whether unconditionally or subject to
conditions being met) to acquire the necessary shares
either jointly or separately.

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2006 Ed. Companies CAP. 50 454
(4) Subject to this section, the rights and obligations of the
transferee under section 215 are respectively joint rights and joint
and several obligations of the joint transferees.
(5) Subject to subsection (6), any notice or other document given or
sent by or to the joint transferees under section 215 is complied with if
the notice or document is given or sent by or to any of them.
(6) The notice required to be given by the joint transferees under
section 215(1) and (3) shall be made by all of the joint transferees
and, where one or more of them is a company, signed by a director of
that company.
[Act 36 of 2014 wef 03/01/2016]

Effect of impossibility, etc., of communicating or accepting

offer made under scheme or contract
215AB.—(1) Where there are holders of shares in a company to
whom an offer to acquire shares in the company is not communicated,
that does not prevent the offer from being an offer made under a
scheme or contract for the purposes of section 215 if —
(a) those shareholders have no address in Singapore registered
with the company;
(b) the offer was not communicated to those shareholders —
(i) in order not to contravene the law of a country or
territory outside Singapore; or
(ii) because communication to those shareholders would
in the circumstances be unduly onerous; and
(c) either —
(i) the offer is published in the Gazette; or
(ii) the offer can be inspected, or a copy of it obtained, at
a place in Singapore or on a website, and a notice is
published in the Gazette specifying the address of
that place or website.
(2) Where an offer is made to acquire shares in a company and there
are persons for whom, by reason of the law of a country or territory
outside Singapore, it is impossible to accept the offer, or more

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455 CAP. 50 Companies 2006 Ed.

difficult to do so, that does not prevent the offer from being made
under a scheme or contract for the purposes of section 215.
(3) It is not to be inferred —
(a) that an offer which is not communicated to every holder of
shares in the company cannot be an offer made under a
scheme or contract for the purposes of section 215 unless
the requirements of subsection (1)(a), (b) and (c) are met;
or
(b) that an offer which is impossible, or more difficult, for
certain persons to accept cannot be an offer made under a
scheme or contract for those purposes unless the reason for
the impossibility or difficulty is the reason mentioned in
subsection (2).
[Act 36 of 2014 wef 03/01/2016]

Amalgamations
215A. Without prejudice to section 212 and any other law relating
to the merger or amalgamation of companies, 2 or more companies
may amalgamate and continue as one company, which may be one of
the amalgamating companies or a new company, in accordance with
sections 215B to 215G, where applicable.
[21/2005]

Amalgamation proposal
215B.—(1) An amalgamation proposal shall contain the terms of
an amalgamation under section 215A and, in particular —
(a) the name of the amalgamated company;
(b) the registered office of the amalgamated company;
(c) the full name of every director of the amalgamated
company;
[Act 36 of 2014 wef 03/01/2016]

(ca) the residential address or alternate address, as the case may

be, of every director of the amalgamated company which is
entered in the register of directors kept by the Registrar
under section 173(1)(a) in respect of the company;
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 456
(d) the share structure of the amalgamated company,
specifying —
(i) the number of shares of the amalgamated company;
(ii) the rights, privileges, limitations and conditions
attached to each share of the amalgamated
company; and
(iii) whether the shares are transferable or non-
transferable and, if transferable, whether their
transfer is subject to any condition or limitation;
(e) a copy of the constitution of the amalgamated company;
[Act 36 of 2014 wef 03/01/2016]

(f) the manner in which the shares of each amalgamating

company are to be converted into shares of the
amalgamated company;
(g) if shares of an amalgamating company are not to be
converted into shares of the amalgamated company, the
consideration that the holders of those shares are to receive
instead of shares of the amalgamated company;
(h) any payment to be made to any member or director of an
amalgamating company, other than a payment of the kind
described in paragraph (g); and
(i) details of any arrangement necessary to complete the
amalgamation and to provide for the subsequent
management and operation of the amalgamated company.
[21/2005]

(2) An amalgamation proposal may specify the date on which the

amalgamation is intended to become effective.
[21/2005]

(3) If shares of one of the amalgamating companies are held by or

on behalf of another of the amalgamating companies, the
amalgamation proposal —
(a) shall provide for the cancellation of those shares without
payment or the provision of other consideration when the
amalgamation becomes effective; and

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457 CAP. 50 Companies 2006 Ed.

(b) shall not provide for the conversion of those shares into
shares of the amalgamated company.
[21/2005]

(4) A cancellation of shares under this section shall not be deemed

to be a reduction of share capital within the meaning of this Act.
[21/2005]

(5) For the purposes of subsection (1)(a), the name of the

amalgamated company may be —
(a) the name of one of the amalgamating companies; or
(b) a new name that has been reserved under section 27(12B).
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

Manner of approving amalgamation proposal

215C.—(1) An amalgamation proposal shall be approved —
(a) subject to the constitution of each amalgamating company,
by the members of each amalgamating company by special
resolution at a general meeting; and
[Act 36 of 2014 wef 03/01/2016]

(b) by any other person, where any provision in the

amalgamation proposal would, if contained in any
amendment to the constitution of an amalgamating
company or otherwise proposed in relation to that
company, require the approval of that person.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

(2) The board of directors of each amalgamating company shall,

before the general meeting referred to in subsection (1)(a) —
(a) resolve that the amalgamation is in the best interest of the
amalgamating company;
(b) make a solvency statement in relation to the amalgamating
company in accordance with section 215I; and
(c) make a solvency statement in relation to the amalgamated
company in accordance with section 215J.
[21/2005]

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2006 Ed. Companies CAP. 50 458
(3) Every director who votes in favour of the resolution and the
making of the statements referred to in subsection (2) shall sign a
declaration stating —
(a) that, in his opinion, the conditions specified in
subsection (2)(a), section 215I(1)(a) and (b) (in relation
to the amalgamating company) and section 215J(1)(a) and
(b) (in relation to the amalgamated company) are satisfied;
and
(b) the grounds for that opinion.
[21/2005]

(4) The board of directors of each amalgamating company shall

send to every member of the amalgamating company, not less than 21
days before the general meeting referred to in subsection (1)(a) —
(a) a copy of the amalgamation proposal;
(b) a copy of the declarations given by the directors under
subsection (3);
(c) a statement of any material interests of the directors,
whether in that capacity or otherwise; and
(d) such further information and explanation as may be
necessary to enable a reasonable member of the
amalgamating company to understand the nature and
implications, for the amalgamating company and its
members, of the proposed amalgamation.
[21/2005]

(5) The directors of each amalgamating company shall, not less

than 21 days before the general meeting referred to in
subsection (1)(a) —
(a) send a copy of the amalgamation proposal to every secured
creditor of the amalgamating company; and
(b) cause to be published in at least one daily English
newspaper circulating generally in Singapore a notice of
the proposed amalgamation, including a statement that —
(i) copies of the amalgamation proposal are available
for inspection by any member or creditor of an

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459 CAP. 50 Companies 2006 Ed.

amalgamating company at the registered offices of

the amalgamating companies and at such other place
as may be specified in the notice during ordinary
business hours; and
(ii) a member or creditor of an amalgamating company is
entitled to be supplied free of charge with a copy of
the amalgamation proposal upon request to an
amalgamating company.
[21/2005]

(6) Any director who contravenes subsection (3) shall be guilty of

an offence.
[21/2005]

Short form amalgamation

215D.—(1) A company (referred to in this subsection as the
amalgamating holding company) and one or more of its wholly-
owned subsidiaries (referred to in this subsection as the
amalgamating subsidiary company) may amalgamate and continue
as one company, being the amalgamated holding company or the
amalgamated subsidiary company, without complying with
sections 215B and 215C if the members of each amalgamating
company, by special resolution at a general meeting, resolve to
approve an amalgamation of the amalgamating companies on the
terms that —
(a) in the case —
(i) where the amalgamating companies continue as the
amalgamated holding company, the shares of each
amalgamating subsidiary company will be cancelled
without any payment or any other consideration; or
(ii) where the amalgamating companies continue as an
amalgamated subsidiary company, the shareholders
of the amalgamating holding company shall be
issued and hold the same number of shares in the
amalgamated subsidiary company as they hold in the
amalgamating holding company without any
payment or other consideration and the shares of
each amalgamating company, except for the shares in

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2006 Ed. Companies CAP. 50 460
the amalgamated subsidiary company which are
issued to the shareholders of the amalgamating
holding company, will be cancelled without any
payment or any other consideration;
[Act 36 of 2014 wef 03/01/2016]

(b) the constitution of the amalgamated company will be the

same as the constitution of the amalgamating company
whose shares are not cancelled;
[Act 36 of 2014 wef 03/01/2016]

(c) the directors of the amalgamating holding company and

every amalgamating subsidiary company are satisfied that
the amalgamated company will be able to pay its debts as
they fall due as at the date on which the amalgamation is to
become effective; and
[Act 36 of 2014 wef 03/01/2016]

(d) the person or persons named as director or directors in the

resolution of each amalgamating company will be the
director or directors of the amalgamated company.
[Act 36 of 2014 wef 03/01/2016]

(2) Two or more wholly-owned subsidiary companies of the same

corporation may amalgamate and continue as one company without
complying with sections 215B and 215C if the members of each
amalgamating company, by special resolution at a general meeting,
resolve to approve an amalgamation of the amalgamating companies
on the terms that —
(a) the shares of all but one of the amalgamating companies
will be cancelled without payment or other consideration;
(b) the constitution of the amalgamated company will be the
same as the constitution of the amalgamating company
whose shares are not cancelled;
[Act 36 of 2014 wef 03/01/2016]

(c) the directors of every amalgamating company are satisfied

that the amalgamated company will be able to pay its debts
as they fall due as at the date on which the amalgamation is
to become effective; and
[Act 36 of 2014 wef 03/01/2016]

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(d) the person or persons named in each resolution will be the

director or directors of the amalgamated company.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(3) The directors of each amalgamating company shall, not less

than 21 days before the general meeting referred to in subsection (1)
or (2), as the case may be, give written notice of the proposed
amalgamation to every secured creditor of the amalgamating
company.
[21/2005]

(4) The resolution referred to in subsection (1) or (2), as the case

may be, shall be deemed to be an amalgamation proposal that has
been approved.
[21/2005]

(5) The board of directors of each amalgamating company shall,

before the commencement of the general meeting referred to in
subsection (1) or (2), as the case may be, make a solvency statement
in relation to the amalgamated company in accordance with
section 215J.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(6) Every director who votes in favour of the making of the

solvency statement referred to in subsection (5) shall sign a
declaration stating —
(a) that, in his opinion, the conditions specified in
section 215J(1)(a) and (b) are satisfied; and
(b) the grounds for that opinion.
[21/2005]

(7) Any director who contravenes subsection (6) shall be guilty of

an offence.
[21/2005]

(8) A cancellation of shares under this section shall not be deemed

to be a reduction of share capital within the meaning of this Act.
[21/2005]

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Registration of amalgamation
215E.—(1) For the purpose of effecting an amalgamation, the
following documents shall be filed with the Registrar, in the
prescribed form with such particulars as may be required in the
form, together with payment of the prescribed fee:
(a) the amalgamation proposal that has been approved;
(aa) any solvency statement made under section 215C(2) or
215D(5), as the case may be;
[Act 36 of 2014 wef 01/07/2015]

(b) any declaration required under section 215C(3) or

215D(6), as the case may be;
[Act 36 of 2014 wef 01/07/2015]

(c) a declaration signed by the directors of each amalgamating

company stating that the amalgamation has been approved
in accordance with this Act and the constitution of the
amalgamating company;
[Act 36 of 2014 wef 03/01/2016]

(d) where the amalgamated company is a new company or the

amalgamation proposal provides for a change of the name
of the amalgamated company, a copy of any notice or other
documentary evidence that the name which it is proposed
to be registered or the proposed new name, as the case may
be, has been reserved under section 27(12B); and
[Act 36 of 2014 wef 03/01/2016]

(e) a declaration signed by the directors, or proposed directors,

of the amalgamated company stating that, where the
proportion of the claims of the creditors of the
amalgamated company in relation to the value of the
assets of the amalgamated company is greater than the
proportion of the claims of the creditors of an
amalgamating company in relation to the value of the
assets of the amalgamating company, no creditor will be
prejudiced by that fact.
[21/2005]

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(2) Where the amalgamated company is a new company —

(a) section 19(1)(a) and (c) shall be deemed to have been
complied with if, and only if, subsection (1) has been
complied with; and
(b) the reference to a person named in the constitution as a
director or the secretary of the proposed company in
section 19(2)(b) includes a reference to a proposed director
of the amalgamated company.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

Notice of amalgamation, etc.

215F.—(1) Upon the receipt of the relevant documents and fees,
the Registrar shall —
(a) if the amalgamated company is the same as one of the
amalgamating companies, issue a notice of amalgamation
in such form as the Registrar may determine; or
(b) if the amalgamated company is a new company, issue a
notice of amalgamation in such form as the Registrar may
determine together with the notice of incorporation under
section 19(4).
[21/2005]

(2) Where an amalgamation proposal specifies a date on which the

amalgamation is intended to become effective, and that date is the
same as or later than the date on which the Registrar receives the
relevant documents and fees referred to in subsection (1), the notice
of amalgamation and any notice of incorporation issued by the
Registrar shall be expressed to have effect on the date specified in the
amalgamation proposal.
[21/2005]

(3) The Registrar shall, as soon as practicable after the effective

date of an amalgamation, remove the amalgamating companies, other
than the amalgamated company, from the register.
[21/2005]

(4) Upon the application of the amalgamated company and

payment of the prescribed fee, the Registrar shall issue to the

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amalgamated company a certificate of confirmation of
amalgamation.
[21/2005]
[Act 36 of 2014 wef 03/01/2016]

Effect of amalgamations
215G. On the date shown in a notice of amalgamation —
(a) the amalgamation shall be effective;
(b) the amalgamated company shall have the name specified in
the amalgamation proposal;
(c) all the property, rights and privileges of each of the
amalgamating companies shall be transferred to and vest in
the amalgamated company;
(d) all the liabilities and obligations of each of the
amalgamating companies shall be transferred to and
become the liabilities and obligations of the
amalgamated company;
(e) all proceedings pending by or against any amalgamating
company may be continued by or against the amalgamated
company;
(f) any conviction, ruling, order or judgment in favour of or
against an amalgamating company may be enforced by or
against the amalgamated company; and
(g) the shares and rights of the members in the amalgamating
companies shall be converted into the shares and rights
provided for in the amalgamation proposal.
[21/2005]

Power of Court in certain cases

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

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relation to the amalgamation proposal, and may, without limiting the

generality of this subsection, make an order —
(a) directing that effect must not be given to the amalgamation
proposal;
(b) modifying the amalgamation proposal in such manner as
may be specified in the order; or
(c) directing the amalgamating company or its board of
directors to reconsider the amalgamation proposal or any
part thereof.
[21/2005]

(2) An order may be made under subsection (1) on such terms or

conditions as the Court thinks fit.
[21/2005]

Solvency statement in relation to amalgamating company and

offence for making false statement
215I.—(1) For the purposes of section 215C(2)(b), “solvency
statement”, in relation to an amalgamating company, means a
statement by the board of directors of the amalgamating company
that it has formed the opinion —
(a) that, as regards the amalgamating company’s situation at
the date of the statement, there is no ground on which the
amalgamating company could then be found to be unable
to pay its debts; and
(b) that, at the date of the statement, the value of the
amalgamating company’s assets is not less than the value
of its liabilities (including contingent liabilities),
being a statement which complies with subsection (2).
[21/2005]

(2) The solvency statement —

(a) if the amalgamating company is exempt from audit
requirements under section 205B or 205C, shall be in the
form of a declaration in writing; or
[Act 36 of 2014 wef 01/07/2015]

(b) if the amalgamating company is not such a company, shall

be in the form of a declaration in writing or shall be

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accompanied by a report from its auditor that he has
inquired into the affairs of the amalgamating company and
is of the opinion that the statement is not unreasonable
given all the circumstances.
[21/2005]
[Act 36 of 2014 wef 01/07/2015]

(3) In forming an opinion for the purposes of subsection (1)(a) and

(b), the directors shall take into account all liabilities of the
amalgamating company (including contingent liabilities).
[21/2005]

(4) In determining, for the purposes of subsection (1)(b), whether

the value of the amalgamating company’s assets is or will become
less than the value of its liabilities (including contingent liabilities),
the board of directors of the amalgamating company —
(a) shall have regard to —
(i) the most recent financial statements of the
amalgamating company that comply with
section 201(2) and (5), as the case may be; and
[Act 36 of 2014 wef 01/07/2015]

(ii) all other circumstances that the directors know or

ought to know affect, or may affect, the value of the
amalgamating company’s assets and the value of the
amalgamating company’s liabilities (including
contingent liabilities); and
(b) may rely on valuations of assets or estimates of liabilities
that are reasonable in the circumstances.
[21/2005]

(5) In determining, for the purposes of subsection (4), the value of a

contingent liability, the board of directors of the amalgamating
company may take into account —
(a) the likelihood of the contingency occurring; and
(b) any claim the amalgamating company is entitled to make
and can reasonably expect to be met to reduce or
extinguish the contingent liability.
[21/2005]

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(6) Any director of an amalgamating company who votes in favour

of or otherwise causes a solvency statement under this section to be
made without having reasonable grounds for the opinions expressed
in it shall 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 or to both.
[21/2005]

Solvency statement in relation to amalgamated company and

offence for making false statement
215J.—(1) In sections 215C(2)(c) and 215D(5), “solvency
statement”, in relation to an amalgamated company, means a
declaration in writing by the board of directors of each
amalgamating company that it has formed the opinion —
(a) that the amalgamated company will be able to pay its debts
as they fall due as at the date on which the amalgamation is
to become effective; and
(b) that the value of the amalgamated company’s assets will
not be less than the value of its liabilities (including
contingent liabilities).
[Act 36 of 2014 wef 01/07/2015]

(2) In forming an opinion for the purposes of subsection (1)(a) and

(b), the directors shall take into account all liabilities of the
amalgamated company (including contingent liabilities).
[21/2005]

(3) In determining, for the purposes of subsection (1)(b), whether

the value of the amalgamated company’s assets will become less than
the value of its liabilities (including contingent liabilities), the board
of directors of each amalgamating company —
(a) shall have regard to —
(i) the most recent financial statements of the
amalgamating company and the other
amalgamating companies that comply with
section 201(2) and (5), as the case may be; and
[Act 36 of 2014 wef 01/07/2015]

(ii) all other circumstances that the directors know or

ought to know affect, or may affect, the value of the

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amalgamated company’s assets and the value of the
amalgamated company’s liabilities (including
contingent liabilities); and
(b) may rely on valuations of assets or estimates of liabilities
that are reasonable in the circumstances.
[21/2005]

(4) In determining, for the purposes of subsection (3), the value of a

contingent liability, the board of directors of each amalgamating
company may take into account —
(a) the likelihood of the contingency occurring; and
(b) any claim the amalgamated company is entitled to make
and can reasonably expect to be met to reduce or
extinguish the contingent liability.
[21/2005]

(5) Any director of an amalgamating company who votes in favour

of or otherwise causes a solvency statement under this section to be
made without having reasonable grounds for the opinions expressed
in it shall 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 or to both.
[21/2005]

Transfer of money or other consideration paid under terms of

amalgamation to Official Receiver
215K.—(1) Where the terms of any amalgamation proposal that is
approved under section 215C, or is deemed to be approved under
section 215D, provide for any money or other consideration to be
held by or on behalf of any party to the amalgamation in trust for any
person, the person holding the money or other consideration may,
after the expiration of 2 years and shall before the expiration of
10 years from the date on which, the money or other consideration
was received by the person, transfer the money or other consideration
to the Official Receiver.
(2) The Official Receiver shall —
(a) deal with any moneys received under subsection (1) as if
the moneys were paid to him under section 322; and

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(b) sell or dispose of any other consideration received under

subsection (1) in such manner as he thinks fit and shall deal
with the proceeds of such sale or disposal as if it were
moneys paid to him under section 322.
[Act 36 of 2014 wef 01/07/2015]

Personal remedies in cases of oppression or injustice

216.—(1) Any member or holder of a debenture of a company or, in
the case of a declared company under Part IX, the Minister may apply
to the Court for an order under this section on the ground —
(a) that the affairs of the company are being conducted or the
powers of the directors are being exercised in a manner
oppressive to one or more of the members or holders of
debentures including himself or in disregard of his or their
interests as members, shareholders or holders of
debentures of the company; or
(b) that some act of the company has been done or is
threatened or that some resolution of the members,
holders of debentures or any class of them has been
passed or is proposed which unfairly discriminates against
or is otherwise prejudicial to one or more of the members
or holders of debentures (including himself).
[13/87; 22/93]

(2) If on such application the Court is of the opinion that either of

such grounds is established the Court may, with a view to bringing to
an end or remedying the matters complained of, make such order as it
thinks fit and, without prejudice to the generality of the foregoing, the
order may —
(a) direct or prohibit any act or cancel or vary any transaction
or resolution;
(b) regulate the conduct of the affairs of the company in future;
(c) authorise civil proceedings to be brought in the name of or
on behalf of the company by such person or persons and on
such terms as the Court may direct;

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(d) provide for the purchase of the shares or debentures of the
company by other members or holders of debentures of the
company or by the company itself;
(e) in the case of a purchase of shares by the company provide
for a reduction accordingly of the company’s capital; or
(f) provide that the company be wound up.
[15/84]

(3) Where an order that the company be wound up is made pursuant

to subsection (2)(f), the provisions of this Act relating to winding up
of a company shall, with such adaptations as are necessary, apply as if
the order had been made upon an application duly made to the Court
by the company.
[42/2005]

(4) Where an order under this section makes any alteration in or

addition to any company’s constitution, then, notwithstanding
anything in any other provision of this Act, but subject to the
provisions of the order, the company concerned shall not have power,
without the leave of the Court, to make any further alteration in or
addition to the constitution inconsistent with the provisions of the
order; but subject to the foregoing provisions of this subsection the
alterations or additions made by the order shall be of the same effect
as if duly made by resolution of the company.
[Act 36 of 2014 wef 03/01/2016]

(5) A copy of any order made under this section shall be lodged by
the applicant with the Registrar within 14 days after the making of the
order.
[12/2002]

(6) Any person who fails to comply with subsection (5) 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.
[15/84]

(7) This section shall apply to a person who is not a member of a

company but to whom shares in the company have been transmitted
by operation of law as it applies to members of a company; and
references to a member or members shall be construed accordingly.
[15/84; 13/87]

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Derivative or representative actions

216A.—(1) In this section and section 216B —
[Deleted by Act 36 of 2014 wef 01/07/2015]
“complainant” means —
(a) any member of a company;
(b) the Minister, in the case of a declared company under
Part IX; or
(c) any other person who, in the discretion of the Court,
is a proper person to make an application under this
section.
[22/93; 42/2001]

(2) Subject to subsection (3), a complainant may apply to the Court

for leave to bring an action or arbitration in the name and on behalf of
the company or intervene in an action or arbitration to which the
company is a party for the purpose of prosecuting, defending or
discontinuing the action or arbitration on behalf of the company.
[22/93]
[Act 36 of 2014 wef 01/07/2015]

(3) No action or arbitration may be brought and no intervention in

an action or arbitration may be made under subsection (2) unless the
Court is satisfied that —
(a) the complainant has given 14 days’ notice to the directors
of the company of his intention to apply to the Court under
subsection (2) if the directors of the company do not bring,
diligently prosecute or defend or discontinue the action or
arbitration;
[Act 36 of 2014 wef 01/07/2015]

(b) the complainant is acting in good faith; and

(c) it appears to be prima facie in the interests of the company
that the action or arbitration be brought, prosecuted,
defended or discontinued.
[22/93]
[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 472
(4) Where a complainant on an application can establish to the
satisfaction of the Court that it is not expedient to give notice as
required in subsection (3)(a), the Court may make such interim order
as it thinks fit pending the complainant giving notice as required.
[22/93]

(5) In granting leave under this section, the Court may make such
orders or interim orders as it thinks fit in the interests of justice,
including (but not limited to) the following:
(a) an order authorising the complainant or any other person to
control the conduct of the action or arbitration;
[Act 36 of 2014 wef 01/07/2015]

(b) an order giving directions for the conduct of the action or

arbitration by the person so authorised; and
[Act 36 of 2014 wef 01/07/2015]

(c) an order requiring the company to pay reasonable legal

fees and disbursements incurred by the complainant in
connection with the action or arbitration.
[22/93]
[Act 36 of 2014 wef 01/07/2015]

(6) Where the action has been commenced or is to be brought in the

State Courts, an application for leave under subsection (2) shall be
made in a District Court.
[22/93]
[Act 5 of 2014 wef 07/03/2014]

Evidence of shareholders’ approval not decisive — Court

approval to discontinue action under section 216A
216B.—(1) An application made or an action brought or intervened
in under section 216A shall not be stayed or dismissed by reason only
that it is shown that an alleged breach of a right or duty owed to the
company has been or may be approved by the members of the
company, but evidence of approval by the members may be taken into
account by the Court in making an order under section 216A.
[22/93]

(2) An application made or an action brought or intervened in under

section 216A shall not be stayed, discontinued, settled or dismissed
for want of prosecution without the approval of the Court given upon
such terms as the Court thinks fit and, if the Court determines that the

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473 CAP. 50 Companies 2006 Ed.

interest of any complainant may be substantially affected by such

stay, discontinuance, settlement or dismissal, the Court may order any
party to the application or action to give notice to the complainant.
[22/93]

(3) In an application made or an action brought or intervened in

under section 216A, the Court may at any time order the company to
pay to the complainant interim costs, including legal fees and
disbursements, but the complainant may be accountable for such
interim costs upon final disposition of the application or action.
[22/93]

PART VIII
RECEIVERS AND MANAGERS
Disqualification for appointment as receiver
217.—(1) The following shall not be qualified to be appointed and
shall not act as receiver of the property of a company:
(a) a corporation;
(b) an undischarged bankrupt;
(c) a mortgagee of any property of the company, an auditor of
the company or a director, secretary or employee of the
company or of any corporation which is a mortgagee of the
property of the company; and
(d) any person who is neither an approved liquidator nor the
Official Receiver.
[15/84]

(2) Nothing in subsection (1)(a) or (d) shall apply to any

corporation authorised by any written law to act as receiver of the
property of a company.
(3) Nothing in this section shall disqualify a person from acting as
receiver of the property of a company if acting under an appointment
validly made before 29th December 1967.
[S 258/67]

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Liability of receiver
218.—(1) Any receiver or other authorised person entering into
possession of any assets of a company for the purpose of enforcing
any charge shall, notwithstanding any agreement to the contrary, but
without prejudice to his rights against the company or any other
person, be liable for debts incurred by him in the course of the
receivership or possession for services rendered, goods purchased or
property hired, leased, used or occupied.
(2) Subsection (1) shall not be so construed as to constitute the
person entitled to the charge a mortgagee in possession.

Application for directions

(3) A receiver or manager of the property of a company may apply
to the Court for directions in relation to any matter arising in
connection with the performance of his functions.
(4) Where a receiver or manager has been appointed to enforce any
charge for the benefit of holders of debentures of the company, any
such debenture holder may apply to the Court for directions in
relation to any matter arising in connection with the performance of
the functions of the receiver or manager.

Power of Court to fix remuneration of receivers or managers

219.—(1) The Court may, on application by the liquidator of a
company, by order fix the amount to be paid by way of remuneration
to any person who, under the powers contained in any instrument, has
been appointed as receiver or manager of the property of the
company.
(2) The power of the Court shall, where no previous order has been
made with respect thereto —
(a) extend to fixing the remuneration for any period before the
making of the order or the application therefor;
(b) be exercisable notwithstanding that the receiver or
manager has died or ceased to act before the making of
the order or the application therefor; and

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475 CAP. 50 Companies 2006 Ed.

(c) where the receiver or manager has been paid or has

retained for his remuneration for any period before the
making of the order any amount in excess of that fixed for
that period, extend to requiring him or his personal
representatives to account for the excess or such part
thereof as may be specified in the order.
(3) The power conferred by subsection (2)(c) shall not be exercised
as respects any period before the making of the application for the
order unless in the opinion of the Court there are special
circumstances making it proper for the power to be so exercised.
(4) The Court may from time to time, on an application made either
by the liquidator or by the receiver or manager, vary or amend an
order made under this section.

Appointment of liquidator as receiver

220. Where an application is made to the Court to appoint a receiver
on behalf of the debenture holders or other creditors of a company
which is being wound up by the Court, the liquidator may be so
appointed.

Notification of appointment of receiver

221.—(1) If any person obtains an order for the appointment of a
receiver or manager of the property of a company or of the property in
Singapore of any other corporation, or appoints such a receiver or
manager under any powers contained in any instrument, he shall
within 7 days after he has obtained the order or made the appointment
lodge notice of the fact with the Registrar.
(2) Where any person appointed as receiver or manager of the
property of a company or other corporation under the powers
contained in any instrument ceases to act as such, he shall within 7
days thereafter lodge with the Registrar notice to that effect.
(3) Every person who makes default in complying with the
requirements of this section 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.
[15/84]

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Statement that receiver appointed
222.—(1) Where a receiver or manager of the property of a
corporation has been appointed, every invoice order for goods or
business letter issued by or on behalf of the corporation or the
receiver or manager or the liquidator of the corporation, being a
document on or in which the name of the corporation appears, shall
contain a statement immediately following the name of the
corporation that a receiver or manager has been appointed.
(2) If default is made in complying with this section, the
corporation and every officer and every liquidator of the
corporation and every receiver or manager who knowingly and
wilfully authorises or permits the default shall be guilty of an offence.

Provisions as to information where receiver or manager

appointed
223.—(1) Where a receiver or manager of the property of a
company (referred to in this section and in section 224 as the receiver)
is appointed —
(a) the receiver shall immediately send notice to the company
of his appointment;
(b) there shall, within 14 days after receipt of the notice, or
such longer period as may be allowed by the Court or by
the receiver, be made out and submitted to the receiver in
accordance with section 224 a statement in the prescribed
form as to the affairs of the company; and
(c) the receiver shall within 30 days after receipt of the
statement —
(i) lodge with the Registrar, a copy of the statement and
of any comments he sees fit to make thereon;
(ii) send to the company, a copy of any such comments
as aforesaid, or if he does not see fit to make any
comment, a notice to that effect; and
(iii) where the receiver is appointed by or on behalf of the
holders of debentures of the company, send to the

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477 CAP. 50 Companies 2006 Ed.

trustees, if any, for those holders, a copy of the

statement and his comments thereon.
[Act 36 of 2014 wef 01/07/2015]

(2) Subsection (1) shall not apply in relation to the appointment of a

receiver or manager to act with an existing receiver or manager or in
place of a receiver or manager dying or ceasing to act, except that,
where that subsection applies to a receiver or manager who dies or
ceases to act before that subsection has been fully complied with, the
references in paragraphs (b) and (c) thereof to the receiver shall
(subject to subsection (3)) include references to his successor and to
any continuing receiver or manager.
(3) Where the company is being wound up, this section and
section 224 shall apply notwithstanding that the receiver or manager
and the liquidator are the same person, but with any necessary
modifications arising from that fact.
(4) If any person makes default in complying with any of the
requirements of this section, he 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.
[15/84]

Special provisions as to statement submitted to receiver

224.—(1) The statement as to the affairs of a company required by
section 223 to be submitted to the receiver shall show as at the date of
the receiver’s appointment the particulars of the company’s assets,
debts and liabilities, the names and addresses of its creditors, the
securities held by them respectively, the dates when the securities
were respectively given and such further or other information as may
be prescribed.
(2) The statement shall be submitted by, and be verified by affidavit
of, one or more of the persons who were at the date of the receiver’s
appointment the directors of the company and by the person who was
at that date the secretary of the company, or by such of the persons,
hereafter in this subsection mentioned, as the receiver may require to
submit and verify the statement, that is to say —
(a) persons who are or have been officers;

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2006 Ed. Companies CAP. 50 478
(b) persons who have taken part in the formation of the
company at any time within one year before the date of the
receiver’s appointment;
(c) persons who are in the employment of the company, or
have been in the employment of the company within that
year, and are in the opinion of the receiver capable of
giving the information required;
(d) persons who are or have been, within that year, officers of,
or in the employment of, a corporation which is, or within
that year was, an officer of the company to which the
statement relates.
(3) Any person making the statement and affidavit shall be allowed
and shall be paid by the receiver (or his successor) out of his receipts,
such costs and expenses incurred in and about the preparation and
making of the statement and affidavit as the receiver (or his
successor) may consider reasonable, subject to an appeal to the Court.
(4) If any person makes default in complying with the requirements
of this section, he 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.
[15/84]

(5) References in this section to the receiver’s successor shall

include a continuing receiver or manager.

Lodging of accounts of receivers and managers

225.—(1) Every receiver or manager of the property of a company
or of the property in Singapore of any other corporation shall —
(a) within 30 days after the expiration of the period of 6
months from the date of his appointment and of every
subsequent period of 6 months and within 30 days after he
ceases to act as receiver or manager, lodge with the
Registrar a detailed account in the prescribed form
showing —
(i) his receipts and his payments during each period of 6
months, or, where he ceases to act as receiver or

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479 CAP. 50 Companies 2006 Ed.

manager, during the period from the end of the

period to which the last preceding account related or
from the date of his appointment, as the case may be,
up to the date of his so ceasing;
(ii) the aggregate amount of those receipts and payments
during all preceding periods since his appointment;
and
(iii) where he has been appointed pursuant to the powers
contained in any instrument, the amount owing under
that instrument at the time of his appointment, in the
case of the first account, and at the expiration of
every 6 months after his appointment and, where he
has ceased to act as receiver or manager at the date of
his so ceasing, and his estimate of the total value of
all assets of the company or other corporation which
are subject to that instrument; and
[Act 36 of 2014 wef 01/07/2015]

(b) before lodging such account, verify by affidavit all

accounts and statements referred to therein.
(2) The Registrar may, of his own motion or on the application of
the company or other corporation or a creditor, cause the accounts to
be audited by a public accountant appointed by the Registrar and for
the purpose of the audit the receiver or manager shall furnish the
auditor with such vouchers and information as he requires and the
auditor may at any time require the production of and inspect any
books of account kept by the receiver or manager or any document or
other records relating thereto.
[5/2004]

(3) Where the Registrar causes the accounts to be audited upon the
request of the company or other corporation or a creditor, he may
require the applicant to give security for the payment of the cost of the
audit.
(4) The costs of an audit under subsection (2) shall be fixed by the
Registrar and be paid by the receiver unless the Registrar otherwise
determines.

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2006 Ed. Companies CAP. 50 480
(5) Every receiver or manager who makes default in complying
with this section 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.
[15/84]

Payments of certain debts out of assets subject to floating

charge in priority to claims under charge
226.—(1) Where a receiver is appointed on behalf of the holders of
any debentures of a company secured by a floating charge or
possession is taken by or on behalf of debenture holders of any
property comprised in or subject to a floating charge, then, if the
company is not at the time in the course of being wound up, debts
which in every winding up are preferential debts and are due by way
of wages, salary, retrenchment benefit or ex gratia payment, vacation
leave or superannuation or provident fund payments and any amount
which in a winding up is payable in pursuance of section 328(4) or (6)
shall be paid out of any assets coming to the hands of the receiver or
other person taking possession in priority to any claim for principal or
interest in respect of the debentures and shall be paid in the same
order of priority as is prescribed by that section in respect of those
debts and amounts.
[22/93]

(1A) In subsection (1), “floating charge” means a charge which, as

created, was a floating charge.
[22/93]

(2) For the purposes of subsection (1), the references in

section 328(1), (c), (d), (e), (f) and (g) to the commencement of the
winding up shall be read as a reference to the date of the appointment
of the receiver or of possession being taken as aforesaid, as the case
requires.
(3) Any payments made under this section shall be recouped as far
as may be out of the assets of the company available for payment of
general creditors.

Enforcement of duty of receiver, etc., to make returns

227.—(1) If any receiver or manager of the property of a company
who has made default in making or lodging any return, account or

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481 CAP. 50 Companies 2006 Ed.

other document or in giving any notice required by law fails to make

good the default within 14 days after the service on him by any
member or creditor of the company or trustee for debenture holders of
a notice requiring him to do so, the Court may, on an application made
for the purpose by the person who has given the notice, make an order
directing him to make good the default within such time as is
specified in the order.
(2) If it appears that any receiver or manager of the property of a
company has misapplied or retained or become liable or accountable
for any money or property of the company or been guilty of any
misfeasance or breach of trust or duty in relation to the company, the
Court may on the application of any creditor or contributory or of the
liquidator examine into the conduct of such receiver or manager and
compel him to repay or restore the money or property or any part
thereof with interest at such rate as the Court thinks just or to
contribute such sum to the assets of the company by way of
compensation in respect of the misapplication, retainer, misfeasance
or breach of trust or duty as the Court thinks just.
(3) This section shall have effect notwithstanding that the offence is
one for which the offender is criminally liable.

PART VIIIA
JUDICIAL MANAGEMENT
Interpretation of this Part
227AA. In this Part —
“chattels leasing agreement” means an agreement for the
bailment of goods that are capable of subsisting for more
than 3 months;
“company” means any corporation liable to be wound up under
this Act;
“hire-purchase agreement” has the same meaning as in section 2
of the Hire-Purchase Act (Cap. 125);
“property”, in relation to a company, includes money, goods,
things in action and every description of property, whether

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2006 Ed. Companies CAP. 50 482
real or personal, and whether in Singapore or elsewhere, and
also obligations and every description of interest whether
present or future or vested or contingent arising out of, or
incidental to, property;
“retention of title agreement” means an agreement for the sale of
goods to a company, being an agreement —
(a) that does not constitute a charge on the goods; but
(b) under which, if the seller is not paid and the company
is wound up, the seller will have priority over all
other creditors of the company as respects the goods
or any property representing the goods.
[Act 15 of 2017 wef 23/05/2017]

Application to Court for a company to be placed under judicial

management and for appointment of a judicial manager
227A. Where a company or where a creditor or creditors of the
company consider that —
(a) the company is or will be unable to pay its debts; and
(b) there is a reasonable probability of rehabilitating the
company or of preserving all or part of its business as a
going concern or that otherwise the interests of creditors
would be better served than by resorting to a winding up,
an application may be made to the Court under section 227B for an
order that the company should be placed under the judicial
management of a judicial manager.
[13/87]

Power of Court to make a judicial management order and

appoint a judicial manager
227B.—(1) Where a company or its directors (pursuant to a
resolution of its members or the board of directors) or a creditor or
creditors (including any contingent or prospective creditor or
creditors or all or any of those parties, together or separately),
pursuant to section 227A, makes an application (referred to in this
section as an application for a judicial management order) for an
order that the company should be placed under the judicial

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483 CAP. 50 Companies 2006 Ed.

management of a judicial manager, the Court may make a judicial

management order in relation to the company if, and only if, —
(a) it is satisfied that the company is or is likely to become
unable to pay its debts; and
[Act 15 of 2017 wef 23/05/2017]

(b) it considers that the making of the order would be likely to

achieve one or more of the following purposes, namely:
(i) the survival of the company, or the whole or part of
its undertaking as a going concern;
(ii) the approval under section 210 or 211I of a
compromise or arrangement between the company
and any such persons as are mentioned in that
section;
[Act 15 of 2017 wef 23/05/2017]

(iii) a more advantageous realisation of the company’s

assets would be effected than on a winding up.
[13/87; 42/2005]

(2) Any judicial management order made under subsection (1) shall
direct that during the period in which the order is in force the affairs,
business and property of the company shall be managed by a judicial
manager appointed for the purpose by the Court; and such an order
shall specify the purpose or purposes for whose achievement the
order is made.
[13/87]

(3)(a) In any application for a judicial management order under

subsection (1), the applicant shall nominate a person who is a public
accountant, who is not the auditor of the company, to act as a judicial
manager.
(b) The Court may reject the nomination of the applicant and
appoint another person in his stead.
(c) Where a nomination is made by the company, a majority in
number and value of the creditors (including contingent or
prospective creditors) may be heard in opposition to the
nomination and the Court may, if satisfied as to the value of
the creditors’ claims and as to the grounds of opposition,

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2006 Ed. Companies CAP. 50 484
invite the creditors to nominate a person in his stead and, if
it sees fit, adopt their nomination.
(d) Nothing in this subsection shall prevent the Minister from
himself nominating a person to act as a judicial manager if
he considers that the public interest so requires and in such
a case the Minister may be heard in support of his
nomination and for this purpose may be represented.
(e) Notwithstanding paragraph (a), where a person is
appointed by the Court or nominated by the Minister to
act as a judicial manager that person need not be a public
accountant.
[13/87; 5/2004]

(4) When an application for a judicial management order is made to

the Court, notice of the application —
(a) shall be published in the Gazette and in an English local
daily newspaper and a copy thereof sent to the Registrar;
and
[Act 15 of 2017 wef 23/05/2017]

(b) shall be given —

(i) to the company, in a case where a creditor is the
applicant; and
(ii) to any person who has appointed or is or may be
entitled to appoint a receiver and manager of the
whole (or substantially the whole) of a company’s
property under the terms of any debentures of a
company secured by a floating charge or by a
floating charge and one or more fixed charges. In the
case of any such floating charge created by an
instrument before 15th May 1987, it shall be deemed
to contain a power to appoint a receiver and manager
in the event that an application under this section is
made for the appointment of a judicial manager with
the result that the holder of that floating charge shall,
in accordance with this paragraph, be given notice of
the application.
[13/87; 42/2005]

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485 CAP. 50 Companies 2006 Ed.

(5) Subject to subsection (10), the Court must dismiss an

application for a judicial management order if —
(a) the making of the order is opposed by a person who has
appointed, will appoint or is entitled to appoint, a receiver
and manager mentioned in subsection (4); and
(b) the Court is satisfied that the prejudice that would be
caused to the person mentioned in paragraph (a) if the
order is made is disproportionately greater than the
prejudice that would be caused to unsecured creditors of
the company if the application is dismissed.
[Act 15 of 2017 wef 23/05/2017]

(6) On hearing the application for a judicial management order, the

Court may dismiss the application or adjourn the hearing
conditionally or unconditionally or make an interim order or any
other order that it thinks fit.
[42/2005]

(7) A judicial management order shall not be made in relation to a

company —
(a) after the company has gone into liquidation;
(b) where the company is a bank licensed under the Banking
Act (Cap. 19) or is a finance company licensed under the
Finance Companies Act (Cap. 108);
[Act 15 of 2017 wef 23/05/2017]

(c) where the company is an insurance company licensed

under the Insurance Act (Cap. 142); or
[13/87]
[Act 11 of 2013 wef 18/04/2013]
[Act 15 of 2017 wef 23/05/2017]

(d) where the company belongs to such class of companies as

the Minister may by order in the Gazette prescribe.
[Act 15 of 2017 wef 23/05/2017]

(8) A judicial management order shall, unless it is otherwise

discharged, remain in force for a period of 180 days from the date of
the making of the order but the Court may, on application of a judicial

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2006 Ed. Companies CAP. 50 486
manager, increase this period subject to such terms as the Court may
impose.
[13/87]

(9) The costs and expenses of any unsuccessful application for a

judicial management order made under this section shall, unless the
Court otherwise orders, be borne by the applicant and, if the Court
considers that the application is frivolous or vexatious, it may make
such orders, as it thinks just and equitable, to redress any injustice that
may have resulted.
[42/2005]

(10) Nothing in this section shall preclude a Court —

(a) from making a judicial management order and appointing a
judicial manager if it considers the public interest so
requires; or
(b) from appointing, after the making of an application for a
judicial management order and on the application of the
person applying for the judicial management order, an
interim judicial manager, pending the making of a judicial
management order, and such interim judicial manager may,
if the Court sees fit, be the person nominated in the
application for a judicial management order. The interim
judicial manager so appointed may exercise such
functions, powers and duties as the Court may specify in
the order.
[13/87; 42/2005]

(11) [Deleted by Act 15 of 2017 wef 23/05/2017]

(12) The definition in section 254(2) of “inability to pay debts”
shall apply for the purposes of this section as it applies for the
purposes of Division 2 of Part X.
[13/87]

Effect of application for a judicial management order

227C. During the period beginning with the making of an
application for a judicial management order and ending with the
making of such an order or the dismissal of the application —

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487 CAP. 50 Companies 2006 Ed.

(a) no resolution shall be passed or order made for the winding

up of the company;
(b) no steps shall be taken to enforce any charge on or security
over the company’s property or to repossess any goods in
the company’s possession under any hire-purchase
agreement, chattels leasing agreement or retention of
title agreement, except with leave of the Court and
subject to such terms as the Court may impose; and
(c) no other proceedings and no execution or other legal
process shall be commenced or continued and no distress
may be levied against the company or its property except
with leave of the Court and subject to such terms as the
Court may impose.
[13/87; 42/2005]

Effect of judicial management order

227D.—(1) On the making of a judicial management order —
(a) any receiver or receiver and manager shall vacate office;
and
(b) any application for the winding up of the company shall be
dismissed.
[13/87; 42/2005]

(2) Where any receiver and manager has vacated office under
subsection (1)(a) —
(a) his remuneration and any expenses properly incurred by
him; and
(b) any indemnity to which he is entitled out of the assets of
the company,
shall be charged on and, subject to subsection (4), paid out of any
property which was in his custody or under his control at the time in
priority to any security held by the person by or on whose behalf he
was appointed.
[13/87]

(3) Neither a receiver nor a receiver and manager of a company who

vacates office under subsection (1)(a) shall be required on or after so

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2006 Ed. Companies CAP. 50 488
vacating office to take steps to comply with any duty imposed on him
by section 226.
[13/87]

(4) During the period for which a judicial management order is in

force —
(a) no order may be made, and no resolution may be passed,
for the winding up of the company;
(b) no receiver or manager may be appointed over any
property or undertaking of the company;
(c) no other proceedings may be commenced or continued
against the company, except with the consent of the
judicial manager, or with the leave of the Court and subject
to such terms as the Court imposes;
(d) no execution, distress or other legal process may be
commenced, continued or levied against any property of
the company, except with the consent of the judicial
manager, or with the leave of the Court and subject to such
terms as the Court imposes;
(e) no step may be taken to enforce any security over any
property of the company, or to repossess any goods under
any chattels leasing agreement, hire-purchase agreement,
or retention of title agreement, except with the consent of
the judicial manager, or with the leave of the Court and
subject to such terms as the Court imposes; and
(f) despite sections 18 and 18A of the Conveyancing and Law
of Property Act (Cap. 61), no right of re-entry or forfeiture
under any lease in respect of any premises occupied by the
company may be enforced, except with the consent of the
judicial manager, or with the leave of the Court and subject
to such terms as the Court imposes.
[Act 15 of 2017 wef 23/05/2017]

(5) Subsection (4) does not affect the exercise of any legal right
under any arrangement (including a set-off arrangement or a netting
arrangement) that may be prescribed by regulations made under
section 411.
[Act 15 of 2017 wef 23/05/2017]

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489 CAP. 50 Companies 2006 Ed.

(6) In this section —

“netting arrangement” means an arrangement under which 2 or
more claims or obligations can be converted into a net claim
or obligation, and includes a close-out netting arrangement
(under which actual or theoretical debts are calculated during
the course of a contract for the purpose of enabling them to be
set-off against each other or to be converted into a net debt);
“set-off arrangement” means an arrangement under which 2 or
more debts, claims or obligations can be set off against each
other.
[Act 15 of 2017 wef 23/05/2017]

Notification of judicial management order

227E.—(1) Every invoice, order for goods or business letter which,
at a time when a judicial management order is in force in relation to a
company, is issued by or on behalf of the company or the judicial
manager, being a document on or in which the company’s name
appears, shall contain a statement that the affairs, business and
property of the company are being managed by the judicial manager.
[13/87]

(2) If default is made in complying with this section, the company,

the judicial manager and any officer of the company who knowingly
and wilfully authorises or permits the default shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding
$10,000 and also to a default penalty.
[13/87]

Vacancy in appointment of judicial manager

227F. If a vacancy occurs by death, resignation or otherwise in the
office of a judicial manager of a company, the Court may, on the
application of the company or any creditor or creditors of the
company or the Minister, by order, fill the vacancy.
[13/87]

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2006 Ed. Companies CAP. 50 490
General powers and duties of judicial manager
227G.—(1) On the making of a judicial management order, the
judicial manager shall take into his custody or under his control all the
property to which the company is or appears to be entitled.
[13/87]

(2) During the period for which a judicial management order is in

force, all powers conferred and duties imposed on the directors by
this Act or by the constitution of the company shall be exercised and
performed by the judicial manager and not by the directors; but
nothing in this subsection shall require the judicial manager to call
any meetings of the company.
[13/87]
[Act 36 of 2014 wef 03/01/2016]

(3) The judicial manager of a company —

(a) shall do all such things as may be necessary for the
management of the affairs, business and property of the
company; and
(b) shall do all such other things as the Court may by order
sanction.
[13/87]

(4) Without prejudice to the generality of subsection (3)(a), the

powers conferred by that subsection shall include the powers
specified in the Eleventh Schedule.
[13/87]

(5) The judicial manager may apply to the Court for directions in
relation to any particular matter arising in connection with the
carrying out of his functions.
[13/87]

(6) Nothing in this section shall be taken as authorising the judicial

manager of a company to make any payment towards discharging any
debt to which the company was subject on the making of the judicial
management order unless —
(a) the making of the payment is sanctioned by the Court or the
payment is made in pursuance of a compromise or
arrangement so sanctioned; or

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491 CAP. 50 Companies 2006 Ed.

(b) the payment is made towards discharging sums secured by

a security or payable under a hire-purchase agreement,
chattels leasing agreement or retention of title agreement to
which section 227H(2), (5) and (6) applies.
[13/87]

(7) The judicial manager of a company may, if he thinks fit, at any

time summon a meeting of the company’s creditors; and the judicial
manager shall summon such a meeting if he is directed to do so by the
Court.
[13/87]

(8) Any alteration in the company’s constitution made by virtue of

an order under subsection (3)(b) is of the same effect as if duly made
by resolution of the company, and the provisions of this Act apply to
the constitution as so altered accordingly.
[13/87]
[Act 36 of 2014 wef 03/01/2016]

(9) An office copy of an order under subsection (3)(b) sanctioning

the alteration of the company’s constitution shall, within 14 days
from the making of the order, be delivered by the judicial manager to
the Registrar.
[13/87]
[Act 36 of 2014 wef 03/01/2016]

(10) A person dealing with the judicial manager of a company in

good faith and for value shall not be concerned to inquire whether the
judicial manager is acting within his powers.
[13/87]

Power to deal with charged property, etc.

227H.—(1) The judicial manager of a company may dispose of or
otherwise exercise his powers in relation to any property of the
company which is subject to a security to which this subsection
applies as if the property were not subject to the security.
[13/87]

(2) Where, on application by the judicial manager of a company, the

Court is satisfied that the disposal (with or without other assets) —
(a) of any property of the company subject to a security to
which this subsection applies; or

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2006 Ed. Companies CAP. 50 492
(b) of any goods under a hire-purchase agreement, chattels
leasing agreement or retention of title agreement,
would be likely to promote one or more of the purposes specified in
the judicial management order, the Court may by order authorise the
judicial manager to dispose of the property as if it were not subject to
the security or to dispose of the goods as if all rights of the owner
under the hire-purchase agreement, chattels leasing agreement or
retention of title agreement were vested in the company.
[13/87]

(3) Subsection (1) applies to any security which, as created, was a

floating charge and subsection (2) applies to any other security.
[13/87]

(4) Where any property is disposed of under subsection (1), the

holder of the security shall have the same priority in respect of any
property of the company directly or indirectly representing the
property disposed of as he would have had in respect of the property
subject to the security.
[13/87]

(5) It shall be a condition of an order made under subsection (2) that

the net proceeds of the disposal shall be applied towards discharging
the sums secured by the security or payable under the hire-purchase
agreement, chattels leasing agreement or retention of title agreement
and where the net proceeds of the disposal are less than the sums
secured by the security or payable under any of those agreements, the
holder of the security or the owner of the goods, as the case may be,
may prove on a winding up for any balance due to him.
[13/87]

(6) Where a condition imposed in pursuance of subsection (5)

relates to 2 or more securities, that condition shall require the net
proceeds of the disposal to be applied towards discharging the sums
secured by those securities in the order of their priorities.
[13/87]

(7)(a) A copy of an order made under subsection (2) shall, within

14 days after the making of the order, be sent by the judicial manager
to the Registrar.
(b) Seven days’ notice of an application by the judicial
manager to the Court to dispose of property subject to a

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493 CAP. 50 Companies 2006 Ed.

security under subsection (2) shall be given to the holder of

the security or to the owner of the goods which are subject
to any of the agreements mentioned in that subsection and
the holder or the owner, as the case may be, may oppose the
disposal of the property.
[13/87; 12/2002]

(8) If the judicial manager, without reasonable excuse, fails to

comply with subsection (7), he shall be guilty of an offence and shall
be liable on conviction to a fine not exceeding $5,000 and also to a
default penalty.
[13/87]

(9) [Deleted by Act 15 of 2017 wef 23/05/2017]

(10) Nothing in this section shall be regarded as prejudicing an
application to the Court under section 227R.
[13/87]

Super priority for rescue financing

227HA.—(1) At any time when a judicial management order is in
force, the Court may, on an application by the judicial manager, make
one or more of the following orders:
(a) an order that if the company is wound up, the debt arising
from any rescue financing obtained, or to be obtained, by
the company is to be treated as if it were part of the costs
and expenses of the winding up mentioned in
section 328(1)(a);
(b) an order that if the company is wound up, the debt arising
from any rescue financing obtained, or to be obtained, by
the company is to have priority over all the preferential
debts specified in section 328(1)(a) to (g) and all other
unsecured debts, if the company would not have been able
to obtain the rescue financing from any person unless the
debt arising from the rescue financing is given the priority
mentioned in this paragraph;
(c) an order that the debt arising from any rescue financing to
be obtained by the company is to be secured by —

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2006 Ed. Companies CAP. 50 494
(i) a security interest on property of the company that is
not otherwise subject to any security interest; or
(ii) a subordinate security interest on property of the
company that is subject to an existing security
interest,
if the company would not have been able to obtain the
rescue financing from any person unless the debt arising
from the rescue financing is secured in the manner
mentioned in this paragraph;
(d) an order that the debt arising from any rescue financing to
be obtained by the company is to be secured by a security
interest, on property of the company that is subject to an
existing security interest, of the same priority as or a higher
priority than that existing security interest, if —
(i) the company would not have been able to obtain the
rescue financing from any person unless the debt
arising from the rescue financing is secured in the
manner mentioned in this paragraph; and
(ii) there is adequate protection for the interests of the
holder of that existing security interest.
(2) A judicial manager that makes an application under
subsection (1) must send a notice of the application to each
creditor of the company.
(3) Any creditor of the company may oppose an application under
subsection (1).
(4) Where a company that has 2 or more super priority debts is
wound up, the super priority debts —
(a) rank equally in priority between themselves; and
(b) are to be paid in full or, if the company has insufficient
property to meet them, are to abate in equal proportions
between themselves.
(5) Where a company that has 2 or more super priority debts is
wound up, the super priority debts constitute one class of debts and,
despite section 328 —

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495 CAP. 50 Companies 2006 Ed.

(a) the super priority debts are to be paid in priority to all the
preferential debts specified in section 328(1)(a) to (g) and
all other unsecured debts; and
(b) if the property of the company available for the payment of
the super priority debts is insufficient to meet the super
priority debts, the super priority debts —
(i) have priority over the claims of the holders of any
debentures of the company secured by a floating
charge (which, as created, was a floating charge);
and
(ii) are to be paid out of any property comprised in or
subject to that floating charge.
(6) The reversal or modification on appeal of an order under
subsection (1)(c) or (d) does not affect the validity of any debt so
incurred, or any security interest that was granted pursuant to the
order, or the priority of that security interest, if the rescue financing
(from which arose the debt intended to be secured by that security
interest) was provided in good faith, whether or not with knowledge
of the appeal, unless the order was stayed pending the appeal before
the rescue financing was provided.
(7) For the purposes of subsection (1)(d)(ii), there is adequate
protection for the interests of the holder of an existing security
interest on the property of a company, if —
(a) the Court orders the company to make one or more cash
payments to the holder, the total amount of which is
sufficient to compensate the holder for any decrease in the
value of the holder’s existing security interest that may
result from the making of the order under
subsection (1)(d);
(b) the Court orders the company to provide to the holder
additional or replacement security of a value sufficient to
compensate the holder for any decrease in the value of the
holder’s existing security interest that may result from the
making of the order under subsection (1)(d); or

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2006 Ed. Companies CAP. 50 496
(c) the Court grants any relief (other than compensation) that
will result in the realisation by the holder of the indubitable
equivalent of the holder’s existing security interest.
(8) Section 329 does not affect any priority conferred, any security
interest or relief granted, or any payment made, pursuant to and in
accordance with an order made by the Court under subsection (1).
(9) The judicial manager must, within 14 days after the date of an
order under subsection (1), lodge a copy of the order with the
Registrar.
(10) In this section —
“rescue financing” means any financing that satisfies one or
more of the following conditions:
(a) the financing is necessary for the survival of a
company that obtains the financing, or of the whole
or any part of the undertaking of that company, as a
going concern;
(b) the financing is necessary for the Court’s approval
under section 210(4) or 211I(6) of a compromise or
an arrangement mentioned in section 210(1) or
211I(1) (as the case may be) involving a company
that obtains the financing;
(c) the financing is necessary to achieve a more
advantageous realisation of the assets of a company
that obtains the financing, than on a winding up of
that company;
“security interest” means any mortgage, charge, pledge, lien or
other type of security interest recognised by law;
“super priority debt” means a debt, arising from any rescue
financing obtained or to be obtained by a company, that is to
have priority, pursuant to an order under subsection (1)(b),
over all the preferential debts specified in section 328(1)(a) to
(g) and all other unsecured debts, if the company is wound
up.
[Act 15 of 2017 wef 23/05/2017]

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Agency and liability for contracts

227I.—(1) The judicial manager of a company —
(a) shall be deemed to be the agent of the company;
(b) shall be personally liable on any contract, including any
contract of employment, entered into or adopted by him in
the carrying out of his functions (except in so far as the
contract or a notice under subsection (2) otherwise
provides); and
(c) shall be entitled to be indemnified in respect of that
liability, and to have his remuneration and expenses
defrayed, out of the property of the company which is in
his custody or under his control in priority to all other debts
except those subject to a security to which section 227H(2)
applies.
[13/87]

(2) Where a contract entered into by the company is adopted by the

judicial manager, he may, by notice given to the other party, disclaim
any personal liability under that contract.
[13/87]

(3) For the purposes of this section, the judicial manager is not to be
taken to have adopted a contract entered into by the company by
reason of anything done or omitted to be done within 28 days after the
making of the judicial management order.
[13/87]

(4) Nothing in this section shall —

(a) limit the right of a judicial manager to seek an indemnity
from any other person in respect of contracts entered into
by him that are approved by the Court; or
(b) make the judicial manager personally liable for payment of
rent under leases held by the company at the time of his
appointment.
[13/87]

Vacation of office and release

227J.—(1) The judicial manager of a company may at any time be
removed from office by order of the Court and may, with leave of the

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2006 Ed. Companies CAP. 50 498
Court and subject to such conditions as the Court may impose, resign
his office by giving notice of his resignation to the Court.
[13/87]

(2) The judicial manager of a company shall vacate office if —

(a) being a public accountant at the time of his appointment, he
ceases to be a public accountant; or
(b) the judicial management order is discharged.
[13/87; 5/2004]

(3) Where at any time a person ceases to be a judicial manager of a

company whether by virtue of this section or by reason of his death —
(a) any sums payable in respect of any debts or liabilities
incurred while he was a judicial manager under contracts
entered into by him in the carrying out of his functions; and
(b) any remuneration and expenses properly incurred by him,
shall be charged on and paid out of the property of the company in his
custody or under his control in priority to all other debts, except those
subject to a security to which section 227H(2) applies.
[13/87]

(4) Where a person ceases to be a judicial manager of a company, he

shall, from such time as the Court may determine, be released from
any liability in respect of any act or omission by him in the
management of the company or otherwise in relation to his conduct as
a judicial manager but nothing in this section shall relieve him of any
of the liabilities referred to in section 227Q(4).
[13/87]

Information to be given by and to judicial manager

227K.—(1) Where a judicial management order has been made, the
judicial manager shall —
(a) immediately send to the Registrar a copy of the order;
(b) immediately send to the company and publish a notice of
the order in the Gazette and in an English local daily
newspaper; and
[Act 15 of 2017 wef 23/05/2017]

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499 CAP. 50 Companies 2006 Ed.

(c) within 28 days after the making of the order, unless the
Court otherwise directs, send such a notice to all creditors
of the company (so far as he is aware of the addresses),
and the Registrar shall enter the copy of the order in his records of the
company.
[13/87]

(2) A statement as to the affairs of the company shall be made out

and submitted to the judicial manager in accordance with
section 227L within 21 days after receipt by the company of the
notice of the judicial management order. Any longer period allowed
by the judicial manager shall not exceed 2 months.
[13/87]

(3) If a person, without reasonable excuse, fails to comply with this

section he shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $5,000 and also to a default
penalty.
[13/87]

Company’s statement of affairs

227L.—(1) The company’s statement of affairs required by
section 227K to be submitted to the judicial manager shall show as
at the date of the judicial management order —
(a) the particulars of the company’s assets, debts and
liabilities;
(b) the names and addresses of its creditors;
(c) the securities held by them respectively;
(d) the dates when the securities were respectively given; and
(e) such further or other information as may be prescribed.
[13/87]

(2) The statement shall be submitted by, and be verified by,

affidavit of one or more of the persons who are, at the date of the
judicial management order, the directors and by the person who is at
that date the secretary of the company, or by such of the persons
mentioned in subsection (3) as the judicial manager may require to
submit and verify the statement.
[13/87]

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2006 Ed. Companies CAP. 50 500
(3) The persons referred to in subsection (2) are —
(a) those who are or have been officers of the company;
(b) those who have taken part in the company’s formation at
any time within one year before the date of the judicial
management order;
(c) those who are in the company’s employment, or have been
in its employment, and are in the judicial manager’s
opinion capable of giving the information required,
and in this subsection “employment” includes employment under a
contract for services.
[13/87]

(4) If a person, without reasonable excuse, fails to comply with this

section, he shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $10,000 and also to a default
penalty.
[13/87]

(5) Any statement of affairs prepared under this section may be

used in evidence against any person making or concurring in making
it.
[13/87]

(6) A copy of the company’s statement of affairs shall immediately

be delivered by the judicial manager to the Registrar.
[13/87]

(7) Any person making the statement and affidavit shall be allowed
and shall be paid by the judicial manager, out of his receipts, such
costs and expenses incurred in and about the preparation and making
of the statement and affidavit as the judicial manager may consider
reasonable, subject to an appeal to the Court.
[13/87]

Statement of proposals
227M.—(1) Where a judicial management order has been made,
the judicial manager shall, within 60 days (or such longer period as
the Court may allow) after the making of the order —
(a) send to the Registrar and (so far as he is aware of their
addresses) to all creditors a statement of his proposals for

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501 CAP. 50 Companies 2006 Ed.

achieving one or more of the purposes mentioned in

section 227B(1)(b) for whose achievement the order was
made; and
(b) lay a copy of the statement before a meeting of the
company’s creditors summoned for the purpose on not less
than 14 days’ notice.
[13/87]

(2) The judicial manager shall also, within 60 days (or such longer
period as the Court may allow) after the making of the order, either —
(a) send a copy of the statement (so far as he is aware of their
addresses) to all members of the company; or
(b) publish a notice in an English local daily newspaper stating
an address to which members of the company should write
for copies of the statement to be sent to them free of charge.
[13/87]
[Act 15 of 2017 wef 23/05/2017]

Consideration of proposals by creditors’ meeting

227N.—(1) A meeting of creditors, summoned under
section 227M, shall decide whether to approve the judicial
manager’s proposals.
[13/87]

(2) At such meeting the majority in number and value of creditors,

present and voting either in person or by proxy whose claims have
been accepted by the judicial manager, may approve the proposals
with modifications but shall not do so unless the judicial manager
consents to each modification.
[13/87]

(3) The judicial manager shall report the result of the meeting
(which shall, subject to subsection (2), be conducted in accordance
with regulations) to the Court and shall give notice of that result to the
Registrar and to such other persons or bodies as the Court may
approve.
[13/87]

(4) If a report is given to the Court under subsection (3) that the
meeting has declined to approve the judicial manager’s proposals
(with or without modifications), the Court may by order discharge the

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2006 Ed. Companies CAP. 50 502
judicial management order and make such consequential provision as
it thinks fit, or adjourn the hearing conditionally or unconditionally,
or make an interim order or any other order that it thinks fit. A copy of
any order of Court made under this subsection shall be published in
an English local daily newspaper.
[13/87]
[Act 15 of 2017 wef 23/05/2017]

(5) Where the judicial management order is discharged, the judicial

manager shall immediately send to the Registrar a copy of the order
effecting the discharge.
[13/87]

(6) If the judicial manager, without reasonable excuse, fails to

comply with subsection (5) he shall be guilty of an offence and shall
be liable on conviction to a fine not exceeding $5,000 and also to a
default penalty.
[13/87]

Committee of creditors
227O.—(1) Where a meeting of creditors summoned under
section 227M has approved the judicial manager’s proposals (with
or without modifications), the meeting may, if it thinks fit, establish a
committee to exercise the functions conferred on it under
subsection (2).
[13/87]

(2) If such a committee is established, the committee may require

the judicial manager to attend before it and furnish it with such
information relating to the carrying out by him of his functions as it
may reasonably require.
[13/87]

Duty to manage company’s affairs, etc., in accordance with

approved proposals
227P.—(1) Where the judicial manager’s proposals have been
approved by a meeting of creditors summoned under section 227M,
then, subject to any order under section 227R, it shall be the duty of
the judicial manager to manage the affairs, business and property of

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503 CAP. 50 Companies 2006 Ed.

the company in accordance with the proposals as from time to time

revised by him.
[13/87]

(2) Where the judicial manager proposes to make substantial

revisions of his proposals as so approved, he shall —
(a) send to all creditors of the company (so far as he is aware of
their addresses) a statement of his proposed revisions; and
(b) lay a copy of the statement before a meeting of the
company’s creditors summoned for the purpose on not less
than 14 days’ notice,
and shall not make the proposed revisions unless they are approved
by the majority in number and value of creditors present and voting in
person or by proxy at the meeting whose claims have been accepted
by the judicial manager.
[13/87]

(3) The judicial manager shall also either —

(a) send a copy of the statement (so far as he is aware of their
addresses) to all members of the company; or
(b) publish a notice in an English local daily newspaper stating
an address to which members of the company should write
for copies of the statement to be sent to them free of charge.
[13/87]
[Act 15 of 2017 wef 23/05/2017]

(4) A meeting of creditors summoned under subsection (2) (which

shall, subject to subsection (2) and this subsection, be conducted in
accordance with the regulations) may approve the proposed revisions
with modifications but shall not do so unless the judicial manager
consents to each modification.
[13/87]

(5) After the conclusion of a meeting summoned under

subsection (2), the judicial manager shall give notice of the result
of the meeting to the Registrar or to such other persons or bodies as
the Court may approve.
[13/87]

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2006 Ed. Companies CAP. 50 504
Duty to apply for discharge of judicial management order
227Q.—(1) The judicial manager of a company shall apply to the
Court for the judicial management order to be discharged if it appears
to him that the purpose or each of the purposes specified in the order
either has been achieved or is incapable of achievement.
[13/87]

(2) On the hearing of an application under this section, the Court

may by order discharge the judicial management order and make such
consequential provision as it thinks fit, or adjourn the hearing
conditionally or unconditionally, or make an interim order or any
other order it thinks fit.
[13/87]

(3) Where the judicial management order is discharged, the judicial

manager shall immediately send to the Registrar a copy of the order
effecting the discharge.
[13/87]

(4) Where a judicial management order has been discharged under

this Part or where a person ceases to be a judicial manager pursuant to
section 227J, the judicial manager may apply to the Court for his
release and the Court may, if it thinks fit, make an order releasing him
from liability in respect of any act or omission by him in the
management of the company or otherwise in relation to his conduct as
judicial manager but any such release shall not relieve him from
liability for any misapplication or retention of money or property of
the company or for which he has become accountable or from any law
to which he would be subject in respect of negligence, default,
misfeasance, breach of trust or breach of duty in relation to the
company.
[13/87]

Protection of interests of creditors and members

227R.—(1) At any time when a judicial management order is in
force, a creditor or member of the company may apply to the Court
for an order under this section on the ground —
(a) that the company’s affairs, business and property are being
or have been managed by the judicial manager in a manner
which is or was unfairly prejudicial to the interests of its

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505 CAP. 50 Companies 2006 Ed.

creditors or members generally or of some part of its

creditors or members (including at least himself) or of a
single creditor that represents one quarter in value of the
claims against the company; or
(b) that any actual or proposed act or omission of the judicial
manager is or would be so prejudicial.
[13/87; 42/2005]

(2) On an application for an order under this section, the Court may
make such order as it thinks fit for giving relief in respect of the
matters complained of, or adjourn the hearing conditionally or
unconditionally, or make an interim order or any other order that it
thinks fit.
[13/87; 42/2005]

(3) Subject to subsection (4), an order under this section may —

(a) regulate the future management by the judicial manager of
the company’s affairs, business and property;
(b) require the judicial manager to refrain from doing or
continuing an act complained of by the applicant or to do
an act which the applicant has complained he has omitted
to do;
(c) require the summoning of a meeting of creditors or
members for the purpose of considering such matters as
the Court may direct;
(d) discharge the judicial management order and make such
consequential provision as it thinks fit.
[13/87; 42/2005]

(4) An order under this section shall not prejudice or prevent the
implementation of any composition or scheme approved under
section 210 or 211I.
[13/87]
[Act 15 of 2017 wef 23/05/2017]

(5) Where the judicial management order is discharged, the judicial

manager shall immediately send to the Registrar a copy of the order
effecting the discharge.
[13/87]

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2006 Ed. Companies CAP. 50 506
(6) If the judicial manager, without reasonable excuse, fails to
comply with subsection (5) he shall be guilty of an offence and shall
be liable on conviction to a fine not exceeding $5,000 and also to a
default penalty.
[13/87]

Trade union representation on behalf of members who are

creditors and employees of a company
227S.—(1) Where employees of a company are creditors, by reason
that wages or salary are payable to them whether by way of allowance
or reimbursement under contracts of employment or any award or
agreement regulating conditions of employment or otherwise, and
where the employees are members of a trade union that is recognised
by the company under the Industrial Relations Act (Cap. 136), it shall
be sufficient compliance by the judicial manager with sections 227K,
227M and 227N if the notice, statement of proposals or revised
proposals referred to therein are sent to the trade union representing
the employees.
[13/87]

(2) A trade union to which subsection (1) applies shall be entitled to

represent any such employees at a meeting of creditors summoned
under section 227M or, with leave of the Court, to apply to the Court
under section 227R on their behalf or may make representations to the
judicial manager on behalf of those employees in respect of —
(a) any matter connected with or arising from the continuation
or termination of their contracts of employment under
section 227I; or
(b) any matter relating to any award made by the Industrial
Arbitration Court under the Industrial Relations Act
(Cap. 136) or any collective agreement certified under
that Act that affects those employees.
[13/87; 42/2005]

Undue preference in case of judicial management

227T.—(1) Subject to this Act and such modifications as may be
prescribed, a settlement, a conveyance or transfer of property, a
charge on property, a payment made or an obligation incurred by a

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507 CAP. 50 Companies 2006 Ed.

company which if it had been made or incurred by a natural person

would in the event of his becoming a bankrupt be void as against the
Official Assignee under section 98, 99 or 103 of the Bankruptcy Act
(Cap. 20) (read with sections 100, 101 and 102 thereof) shall, in the
event of the company being placed under judicial management, be
void as against the judicial manager.
[13/87; 15/95]

(2) For the purposes of subsection (1), the date that corresponds
with the date of the application for a bankruptcy order in the case of a
natural person and the date on which a person is adjudged bankrupt is
the date on which an application for a judicial management order is
made.
[13/87; 42/2005]

Delivery and seizure of property

227U.—(1) Where any of the persons mentioned in subsection (2)
has in his possession or control any property, books, papers or records
to which the company appears to be entitled, the Court may require
that person immediately (or within such period as the Court may
direct) to pay, deliver, convey, surrender or transfer the property,
books, papers or records to the judicial manager.
[13/87]

(2) The persons referred to in subsection (1) are —

(a) a contributory or member of the company;
(b) any person who has previously held office as receiver or
receiver and manager of the company’s property; and
(c) any trustee for, or any banker, agent or officer of, the
company.
[13/87]

(3) Where —
(a) the judicial manager seizes or disposes of any property
which is not the property of the company; and
(b) at the time of seizure or disposal the judicial manager
believes, and has reasonable grounds for believing, that he
is entitled (whether in pursuance of an order of the Court or
otherwise) to seize or dispose of that property,

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2006 Ed. Companies CAP. 50 508
the judicial manager shall not be liable to any person in respect of any
loss or damage resulting from the seizure or disposal except in so far
as that loss or damage is caused by the negligence of the judicial
manager and the judicial manager shall have a lien on the property, or
the proceeds of its sale, for such expenses as were incurred in
connection with the seizure or disposal.
[13/87]

Duty to co-operate with judicial manager

227V.—(1) Each of the persons mentioned in subsection (2)
shall —
(a) give to the judicial manager such information concerning
the company and its promotion, formation, business,
dealings, affairs or property as the judicial manager may
at any time after the date of the judicial management order
reasonably require; and
(b) attend on the judicial manager at such times as the judicial
manager may reasonably require.
[13/87]

(2) The persons referred to in subsection (1) are —

(a) those who are or have at any time been officers of the
company;
(b) those who have taken part in the formation of the company
at any time within one year before the date of the judicial
management order; and
(c) those who are in the employment of the company, or have
been in its employment, and are, in the judicial manager’s
opinion, capable of giving information which he requires.
[13/87]

(3) If a person, without reasonable excuse, fails to comply with any

obligation imposed by this section, he shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $10,000 and
also to a default penalty.
[13/87]

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509 CAP. 50 Companies 2006 Ed.

Inquiry into company’s dealings, etc.

227W.—(1) The Court may, on the application of the judicial
manager, summon to appear before it —
(a) any officer of the company;
(b) any person known or suspected to have in his possession
any property of the company or supposed to be indebted to
the company; or
(c) any person whom the Court thinks capable of giving
information concerning the promotion, formation,
business, dealings, affairs or property of the company,
and the Court may require any such person as is mentioned in
paragraphs (a) to (c) to submit an affidavit to the Court containing an
account of his dealings with the company or to produce any books,
papers or other records in his possession or under his control relating
to the company or the matters mentioned in paragraph (c).
[13/87]

(2) In a case where a person, without reasonable excuse, fails to

appear before the Court when he is summoned to do so under this
section or there are reasonable grounds for believing that a person has
absconded, or is about to abscond, with a view to avoiding his
appearance before the Court under this section, the Court may, for the
purpose of bringing that person and anything in his possession before
the Court, cause a warrant to be issued to a police officer —
(a) for the arrest of that person; and
(b) for the seizure of any books, papers, records, money or
goods in that person’s possession,
and may authorise a person arrested under such a warrant to be kept in
custody, and anything seized under such a warrant to be held until that
person is brought before the Court under the warrant or until such
other time as the Court may order.
[13/87]

(3) Any person who appears or is brought before the Court under
this section may be examined on oath, either orally or by

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2006 Ed. Companies CAP. 50 510
interrogatories, concerning the company or the matters mentioned in
subsection (1)(c).
[13/87]

(4) If it appears to the Court, on consideration of any evidence

obtained under this section, that any person has in his possession any
property of the company, the Court may, on the application of the
judicial manager, order that person to deliver the whole or any part of
the property to the judicial manager at such time, in such manner and
on such terms as the Court thinks fit.
[13/87]

(5) If it appears to the Court, on consideration of any evidence

obtained under this section, that any person is indebted to the
company, the Court may, on the application of the judicial manager,
after examining that person on the matter, order that person to pay to
the judicial manager, at such time and in such manner as the Court
may direct, the whole or any part of the amount due, whether in full
discharge of the debt or otherwise, as the Court thinks fit.
[13/87]

(6) The Court may, if it thinks fit, order that any person, who if
within Singapore would be summoned to appear before it under this
section, to be examined in a place outside Singapore.
[13/87]

Application of certain provisions in Parts VII and X to a

company under judicial management
227X. At any time when a judicial management order is in force in
relation to a company under judicial management —
(a) section 210 applies as if —
(i) the following subsection replaces subsections (1) and (2):
“(1) Where a compromise or an arrangement is
proposed between a company under judicial
management and its creditors or any class of those
creditors, the Court may, on the application of the
judicial manager, order a meeting of the creditors or
class of creditors to be summoned in such manner as
the Court directs.”; and

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511 CAP. 50 Companies 2006 Ed.

(ii) the following subsections replace subsections (3), (3AA)

and (3AB):
“(3) A meeting held pursuant to an order under
subsection (1) may be adjourned from time to time if
the resolution for the adjournment is approved by a
majority in number representing three-fourths in
value of the creditors or class of creditors (as the case
may be) present and voting either in person or by
proxy at the meeting.
(3AA) If the conditions set out in subsection (3AB)
are satisfied, a compromise or an arrangement is
binding on the company, on the judicial manager, and
on the creditors or class of creditors (as the case may
be).
(3AB) The conditions mentioned in
subsection (3AA) are as follows:
(a) a majority in number, or such other number as
the Court may order, of the creditors or class of
creditors (as the case may be) present and voting
either in person or by proxy at the meeting or the
adjourned meeting agrees to the compromise or
arrangement;
(b) the majority in number, or other number, of the
creditors or class of creditors (as the case may
be) mentioned in paragraph (a) represents
three-fourths in value of the creditors or class
of creditors (as the case may be) present and
voting either in person or by proxy at the
meeting or the adjourned meeting; and
(c) the compromise or arrangement is approved by
order of the Court.”;
[Act 15 of 2017 wef 23/05/2017]

(aa) section 211F applies as if —

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2006 Ed. Companies CAP. 50 512

(i) the following subsection replaces subsection (1):

“(1) Where the Court orders under section 210(1) a
meeting of the creditors, or a class of creditors, of a
company under judicial management to be
summoned, the judicial manager must state in
every notice mentioned in section 211(1)
summoning the meeting (called in this section the
notice summoning the meeting) —
(a) the manner in which a creditor is to file a proof
of debt with the company; and
(b) the period within which the proof is to be filed.”;
and
(ii) the word “company” in subsections (3), (4), (9), (10)
and (14)(a) was replaced by the words “judicial
manager”;
[Act 15 of 2017 wef 23/05/2017]

(ab) section 211G applies as if the following subsection

replaces subsection (1):
“(1) At the hearing of an application for the Court’s
approval under section 210(4) of a compromise or an
arrangement between a company under judicial
management and its creditors or any class of those
creditors, the Court may order the judicial manager
to hold another meeting of the creditors or class of
creditors (called in this section the further meeting)
for the purpose of putting the compromise or
arrangement to a re-vote.”;
[Act 15 of 2017 wef 23/05/2017]

(ac) section 211H applies as if —

(i) the following subsection replaces subsection (2):
“(2) Despite section 210(3AA) and (3AB)(a) and
(b), the Court may, subject to this section and on the

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application of the judicial manager, or a creditor of

the company who has obtained the leave of the Court
to make an application under this subsection,
approve the compromise or arrangement, and order
that the compromise or arrangement be binding on
the judicial manager, the company and all classes of
creditors meant to be bound by the compromise or
arrangement.”;
(ii) the following paragraph replaces paragraph (a) of
subsection (4):
“(a) no creditor in the dissenting class receives,
under the terms of the compromise or
arrangement, an amount that is lower than
what the creditor is estimated by the Court to
receive in the most likely scenario if the
compromise or arrangement does not become
binding on the judicial manager, the company
and all classes of creditors meant to be bound by
the compromise or arrangement; and”; and
(iii) the following subsection replaces subsection (5):
“(5) The Court may appoint any person of suitable
knowledge, qualification or experience to assist the
Court in estimating the amount that a creditor is
expected to receive in the most likely scenario if the
compromise or arrangement does not become
binding on the judicial manager, the company and
all classes of creditors meant to be bound by the
compromise or arrangement.”;
[Act 15 of 2017 wef 23/05/2017]

(ad) section 211I applies as if —

(i) the following subsections replace subsections (1) and (2):
“(1) Despite section 210 but subject to this section,
where a compromise or an arrangement is proposed
between a company under judicial management and

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2006 Ed. Companies CAP. 50 514

its creditors or any class of those creditors, the Court

may, on an application made by the judicial manager,
make an order approving the compromise or
arrangement, even though no meeting of the
creditors or class of creditors has been ordered
under section 210(1) or held.
(2) Subject to subsection (12), if the compromise or
arrangement is approved by order of the Court under
subsection (1), the compromise or arrangement is
binding on the judicial manager, the company and the
creditors or class of creditors meant to be bound by
the compromise or arrangement.”;
(ii) the words “the company has provided” in
subsection (3)(a) were replaced by the words “the
judicial manager has provided”; and
(iii) the word “company” in subsections (3)(b) and (c), (4) and
(9) was replaced by the words “judicial manager”; and
[Act 15 of 2017 wef 23/05/2017]

(b) sections 337, 340, 341 and 342 shall apply as if the
company under judicial management were a company
being wound up and the judicial manager were the
liquidator, but this shall be without prejudice to the
power of the Court to order that any other section in
Part X shall apply to a company under judicial
management as if it applied in a winding up by the
Court and any reference to the liquidator shall be taken as a
reference to the judicial manager and any reference to a
contributory as a reference to a member of the company.
[13/87]

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PART IX
INVESTIGATIONS
Application of this Part
228. This Part does not authorise any investigation into the
insurance business of a company or into the business of a banking
corporation, unless specifically provided for in this Part.
[62/70]

Interpretation
229. In this Part, unless the contrary intention appears —
“company” includes a foreign company which is a declared
company;
“declared company” means a company or foreign company
which the Minister has by order declared to be a company to
which this Part applies;
“officer or agent”, in relation to a corporation, includes —
(a) a director, banker, solicitor or auditor of the
corporation;
(b) a person who at any time —
(i) has been a person referred to in paragraph (a);
or
(ii) has been otherwise employed or appointed by
the corporation;
(c) a person who —
(i) has in his possession any property of the
corporation;
(ii) is indebted to the corporation; or
(iii) is capable of giving information concerning the
promotion, formation, trading, dealings, affairs
or property of the corporation; and

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(d) where there are reasonable grounds for suspecting or
believing that a person is a person referred to in
paragraph (c) — that person.
[62/70; 13/87]

Power to declare company or foreign company

230. The Minister may by order declare that a company or foreign
company is a company to which this Part applies if he is satisfied —
(a) that a prima facie case has been established that, for the
protection of the public or the shareholders or creditors of
the company or foreign company, it is desirable that the
affairs of the company or foreign company should be
investigated under this Part;
(b) that it is in the public interest that allegations of fraud,
misfeasance or other misconduct by persons who are or
have been concerned with the formation or management of
the company or foreign company should be investigated
under this Part;
(c) that for any other reason it is in the public interest that the
affairs of the company or foreign company should be
investigated under this Part; or
(d) in the case of a foreign company, that the appropriate
authority of another country has requested that a
declaration be made pursuant to this section in respect of
the company.
[13/87]

Appointment of inspectors for declared companies

231.—(1) Where a company or foreign company has been declared
to be a company to which this Part applies, the Minister shall appoint
one or more inspectors to investigate the affairs of that company, and
to report his opinion thereon to the Minister.
(2) An inspector appointed under subsection (1) may, at any time in
the course of his investigation, without the necessity of making an
interim report, inform the Minister of matters coming to his
knowledge as a result of the investigation which tend to show that

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an offence has been committed; and the Minister may thereafter take
such steps as he may consider fit.
[19/75]

(3) The expenses of and incidental to an investigation of a declared

company shall be defrayed in the first instance out of moneys
provided by Parliament.
(4) Where the Minister is of the opinion that the whole or any part
of the expenses of and incidental to the investigation should be paid
by the company or by any person who is convicted on a prosecution
brought under section 233(3) or who is ordered to pay damages or
restore property in proceedings under section 233(4) the Minister
may by notification in the Gazette direct that the expenses be so paid.
[13/87]

(5) A notification under subsection (4) may specify the time or

times and the manner in which the payment of the expenses shall be
made.
(6) Where a notification has been published by the Minister under
subsection (5) the persons named in the notification to the extent
therein specified shall be liable to reimburse the Minister in respect of
such expenses.
(7) Action to recover any such expenses may be taken in the name
of the Government in any court of competent jurisdiction.
(8) Where a notification under subsection (4) has been published
for the payment of the whole or part of the expenses by a company
and the company is in liquidation or subsequently goes into
liquidation the expenses so ordered to be paid by the company
shall be deemed to be part of the costs and expenses of the winding up
for the purposes of section 328(1)(a).
(9) The report of the inspector may if he thinks fit, and shall, if the
Minister so directs, include a recommendation as to the terms of the
notification which he thinks proper in the light of his investigation to
be given by the Minister under subsection (4).

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Investigation of affairs of company by inspectors at direction of
Minister
232.—(1) The Minister may appoint one or more inspectors to
investigate the affairs of a company or such aspects of the affairs of a
company as are specified in the instrument of appointment and to
report thereon in such manner as the Minister directs —
(a) in the case of a company having a share capital, on the
application of —
(i) not less than 200 members (excluding the company
itself if it is registered as a member) or of members
holding not less than 10% of the shares issued
(excluding treasury shares); or
(ii) holders of debentures holding not less than 20% in
nominal value of debentures issued;
(b) in the case of a company not having a share capital, on the
application of not less than 20% in number of the persons
on the company’s register of members; or
(c) in any case on the application of a company in pursuance of
a special resolution.
[13/87; 21/2005]

(2) An application under this section shall be supported by such

evidence as the Minister requires as to the reasons for the application
and the motives of the applicants in requiring the investigation, and
the Minister may before appointing an inspector require the
applicants to give security for such amount as he thinks fit for
payment of the cost of the investigation.

As to reports of inspectors
233.—(1) An inspector appointed by the Minister may, and if so
directed by the Minister shall, make interim reports to the Minister
and on the conclusion of the investigation the inspector shall report
his opinion on or in relation to the affairs that he has been appointed
to investigate together with the facts upon which his opinion is based
to the Minister, and a copy of the report shall, subject to
subsection (1B), be forwarded by the Minister to the registered

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office of the company, and a further copy shall, subject to that

subsection, at the request of the applicants be delivered to them.
[13/87]

(1A) Subject to subsections (1B) and (1C), the Minister shall give a
copy of a report made under this Part to each person to whom in the
opinion of the Minister the report ought to be given by reason that it
relates to the affairs of that person to a material extent.
[13/87]

(1B) The Minister is not bound to furnish a company, an applicant

or any other person with a copy of the report or any part thereof if he
is of the opinion that there is good reason for not divulging the
contents of the report or any part thereof.
[13/87]

(1C) Subject to subsection (1D), the Minister shall not give a copy
of a report made under this Part to a person under subsection (1A) if
he believes that legal proceedings that have been or, in his opinion,
might be instituted, might be unduly prejudiced by giving the report
to that person.
[13/87]

(1D) A court before which legal proceedings are brought against a

person for or in respect of matters dealt with in a report under this Part
may order that a copy of the report or part thereof shall be given to
that person.
[13/87]

(2) The Minister may, if he is of the opinion that it is necessary in

the public interest to do so, cause the report to be printed and
published but shall refrain from so doing if the Attorney-General has
certified in writing that publication of the report would be prejudicial
to the administration of justice.
(3) If from any report of an inspector appointed by the Minister it
appears to the Minister that the case is one in which a prosecution
ought to be instituted, he shall cause a prosecution to be instituted
accordingly and all officers and agents of the company (other than the
defendant in the proceedings) shall on being required by the Minister
to do so give all assistance in connection with the prosecution which
they are reasonably able to give.

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2006 Ed. Companies CAP. 50 520
(4) If from any report of an inspector appointed by the Minister it
appears to the Minister that proceedings ought in the public interest to
be brought by any company dealt with by the report for the recovery
of damages in respect of any fraud, misfeasance or other misconduct
in connection with the promotion or formation of that company or in
the management of its affairs or for the recovery of any property of
the company which has been misapplied or wrongfully retained, he
may himself bring proceedings for that purpose in the name of the
company.

Investigation by resolution of company

234. [Repealed by Act 13 of 1987]

Investigation of affairs of related corporation

235. Where an inspector thinks it necessary for the purposes of the
investigation of the affairs of a company to investigate the affairs of a
corporation which is or has at any relevant time been a corporation
deemed to be related by virtue of section 6 to the company, he may,
with the consent in writing of the Minister, investigate the affairs of
that corporation.
[62/70]

Procedure and powers of inspector

236.—(1) If an inspector appointed to investigate the affairs of a
company thinks it necessary for the purposes of the investigation to
investigate also the affairs of any other corporation which is or has at
any relevant time been deemed to be or to have been related to that
company by virtue of section 6, he shall have power to do so, and he
shall report on the affairs of the other corporation so far as he thinks
the results of the investigation thereof are relevant to the investigation
of the affairs of the company.
(2) Every officer and agent of a corporation the affairs of which are
being investigated under this Part shall, if required by an inspector
appointed under this Part, produce to the inspector all books and
documents in his custody or power and shall give to the inspector all
assistance in connection with the investigation which he is reasonably
able to give.

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(3) An inspector may, by notice in the prescribed form, require any

officer or agent of any corporation whose affairs are being
investigated pursuant to this Part to appear for examination on oath
or affirmation (which he is hereby authorised to administer) in
relation to its business; and the notice may require the production of
all books and documents in the custody or under the control of that
officer or agent.
(4) An inspector who, pursuant to this section, requires the
production of all books and documents in the custody or power or
under the control of an officer or agent of any corporation whose
affairs are being investigated under or pursuant to this Part —
(a) may take possession of all such books and documents;
(b) may retain all such books and documents for such time as
he considers to be necessary for the purpose of the
investigation; and
(c) shall permit such corporation to have access at all
reasonable times to all such books and documents so
long as they are in his possession.
(4A) If an inspector has reasonable grounds for believing that a
director or past director of the company or of a corporation which is
or has at any time been deemed to be or to have been related to that
company by virtue of section 6 whose affairs the inspector is
investigating maintains or has maintained a bank account of any
description, whether alone or jointly with another person and whether
in Singapore or elsewhere, into or out of which there has been paid
any money which has been in any way connected with any act or
omission or series of acts or omissions, which on the part of that
director constituted misconduct (whether fraudulent or not towards
that company or that related company or its members), an inspector
may require the director to produce to him all documents in the
director’s possession or under his control relating to that bank
account.
[13/87]

(5) If any officer or agent of any corporation, the affairs of which

are being investigated pursuant to this Part, fails to comply with the
requirements of any notice issued under subsection (3) or fails or

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2006 Ed. Companies CAP. 50 522
refuses to answer any question which is put to him by an inspector
with respect to the affairs of the corporation or that officer or agent is
a director or past director to whom subsection (4A) applies, if he fails
to comply with a requirement of an inspector under that subsection,
the inspector may certify the failure or refusal under his hand to the
Court, which may thereupon inquire into the case and, after hearing
any witnesses against or on behalf of the alleged offender and any
statement offered in defence, punish the offender in like manner as if
he had been guilty of contempt of the Court.
[13/87]

(6) No person, who is or has formerly been an officer or agent of a

corporation the affairs of which are being investigated under this Part,
shall be entitled to refuse to answer any question which is relevant or
material to the investigation on the ground that his answer might tend
to incriminate him but if he claims that the answer to any question,
might incriminate him and but for this subsection he would have been
entitled to refuse to answer the question, the answer to the question
shall not be used in any subsequent criminal proceedings except in the
case of a charge against him for making a false statement in answer to
that question.
(7) Subject to subsection (6), any person shall be entitled to refuse
to answer a question on the ground that the answer might tend to
incriminate him.
(8) An inspector may cause notes of any examination under this
Part to be recorded and reduced to writing and to be read to or by and
signed by the person examined and any such signed notes may except
in the case of any answer which that person would not have been
required to give but for subsection (6) thereafter be used in evidence
in any legal proceedings against that person.

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

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523 CAP. 50 Companies 2006 Ed.

(2) Notwithstanding subsection (1) —

(a) if the company fails to pay the whole or any part of the sum
which it is so liable to pay, the applicants shall make good
the deficiency up to the amount by which the security
given by them under this Part exceeds the amount, if any,
which they have under subsection (1) been directed by the
Minister to pay; and
(b) any balance of the expenses not paid either by the company
or the applicants shall be paid out of moneys provided by
Parliament.

Report of inspector to be admissible in evidence

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

Powers of inspector in relation to a declared company

239.—(1) An inspector of a declared company may employ such
persons as he considers necessary and in writing authorise any such
person to do anything he could himself do, except to examine on oath
or affirmation.
(2) Any officer or agent of a corporation who —
(a) refuses or fails to produce any book or document to any
person who produces a written authority of an inspector
given pursuant to subsection (1); or
(b) refuses or fails to answer any question lawfully put to him
by any such person,
shall be liable to be dealt with in the same manner as is provided in
section 236(5) for refusing or failing to comply with the request of an
inspector.

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Suspension of actions and proceedings by declared company
240.—(1) On and after the appointment of an inspector in respect of
any declared company until the expiration of 3 months after the
inspector has presented his final report to the Minister, no action or
proceeding shall without the consent of the Minister (which may be
given generally or in a particular case and which may be given subject
to such conditions and limitations as he thinks fit) be commenced or
proceeded with in any Court —
(a) by the company upon or in respect of any contract, bill of
exchange or promissory note; or
(b) by the holder or any other person in respect of any bill of
exchange or promissory note made, drawn or accepted by
or issued, transferred, negotiated or endorsed by or to the
company unless the holder or other person —
(i) at the time of the negotiation, transfer, issue,
endorsement or delivery thereof to him gave
therefor adequate pecuniary consideration; and
(ii) was not at the time of the negotiation, transfer, issue,
endorsement or delivery thereof to him or at any time
within 3 years before that time a member, officer,
agent or employee of the company or the wife or
husband of any member, officer, agent or employee
of the company.
(2) Any action or proceeding which is commenced or proceeded
with in contravention of this section shall be void and of no effect.

Winding up of company
241.—(1) An application to the Court —
(a) in the case of a company, for the winding up of the
company; or
(b) in the case of a foreign company, for the winding up so far
as the assets of the company in Singapore are concerned of
the affairs of the company,

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525 CAP. 50 Companies 2006 Ed.

may be made by the Minister at any time after a report has been made
in respect of a declared company by an inspector whereupon the
provisions of this Act shall with such adaptations as are necessary,
apply as if —
(c) in the case of a company, a winding up application had
been duly made to the Court by the company; and
(d) in the case of a foreign company, an application for an
order for the affairs of the company so far as assets in
Singapore are concerned to be wound up in Singapore had
been duly made to the Court by a creditor or contributory
of the company upon the liquidation of the company in the
place in which it is incorporated.
[42/2005]

(2) Where, in the case of a foreign company, on any application

under subsection (1) an order is made for the affairs of the company
so far as assets in Singapore are concerned to be wound up in
Singapore the company shall not carry on business or establish or
keep a place of business in Singapore.
[42/2005]

Penalties
242.—(1) Any person who, with intent to defeat the purposes of
this Part or to delay or obstruct the carrying out of an investigation
under this Part —
(a) destroys, conceals or alters any book, document or record
of or relating to a declared company; or
(b) sends or attempts to send or conspires with any other
person to send out of Singapore any such book, document
or record or any property of any description belonging to or
in the disposition or under the control of such a company,
shall be guilty of an offence and shall be liable on conviction to a fine
not exceeding $10,000 or to imprisonment for a term not exceeding 2
years.
[15/84]

(2) If in any prosecution for an offence under this section it is

proved that the person charged with the offence —

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2006 Ed. Companies CAP. 50 526
(a) has destroyed, concealed or altered any book, document or
record of or relating to the company; or
(b) has sent or attempted to send or conspired to send out of
Singapore any book, document or record or any property of
any description belonging to or in the disposition or under
the control of the company,
the onus of proving that in so doing he had not acted with intent to
defeat the purposes of this Part or to delay or obstruct the carrying out
of an investigation under this Part shall lie on him.

Appointment and powers of inspectors to investigate

ownership of company
243.—(1) Where it appears to the Minister that there is good reason
to do so, he may appoint one or more inspectors to investigate and
report on the membership of any corporation, whether or not it is a
declared company, and otherwise with respect to the corporation for
the purpose of determining the true persons who are or have been
financially interested in the success or failure, real or apparent, of the
corporation or able to control or materially to influence the policy of
the corporation.
(2) The appointment of an inspector under this section may define
the scope of his investigation, whether as respects the matters or the
period to which it is to extend or otherwise, and in particular may
limit the investigation to matters connected with particular shares or
debentures.
(3) Where an application for an investigation under this section
with respect to particular shares or debentures of a corporation is
made to the Minister by members of the corporation, and the number
of applicants or the amount of the shares held by them is not less than
that required for an application for the appointment of an inspector
under section 232, the Minister shall appoint an inspector to conduct
the investigation unless he is satisfied that the application is
vexatious, and the inspector’s appointment shall not exclude from
the scope of his investigation any matter which the application seeks
to have included therein, except in so far as the Minister is satisfied
that it is unreasonable for that matter to be investigated.

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(4) Subject to the terms of an inspector’s appointment, his powers

shall extend to the investigation of any circumstances suggesting the
existence of an arrangement or understanding which, though not
legally binding, is or was observed or likely to be observed in practice
and which is relevant to the purposes of his investigation.
(5) For the purposes of any investigation under this section, the
provisions of this Part with respect to the investigation of declared
companies shall apply with the necessary modifications of references
to the affairs of the corporation or to those of any other corporation,
but so that —
(a) this Part shall apply in relation to all persons who are or
have been, or whom the inspector has reasonable cause to
believe to be or to have been financially interested in the
success or failure or the apparent success or failure of the
corporation or any other corporation the membership of
which is investigated with that of the corporation, or able to
control or materially to influence the policy thereof,
including persons concerned only on behalf of others, as
they apply in relation to officers and agents of the
corporation or of the other corporation, as the case may
be; and
(b) the Minister shall not be bound to furnish the corporation
or any other person with a copy of any report by an
inspector appointed under this section or with a complete
copy thereof if he is of opinion that there is good reason for
not divulging the contents of the report or of parts thereof,
but may, if he thinks fit, cause to be kept by the Registrar a
copy of the report or, as the case may be, the parts of the
report, as respects which he is not of that opinion.
[13/87]

Power to require information as to persons interested in shares

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

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believe to have or to be able to obtain any information as to the
present and past interests in those shares or debentures and the names
and addresses of the persons interested and of any persons who act or
have acted on their behalf in relation to the shares or debentures to
give such information to the Minister.
[62/70; 13/87]

(2) For the purposes of this section, a person shall be deemed to

have an interest in a share or debenture if he has any right to acquire
or dispose of the share or debenture or any interest therein or to vote
in respect thereof, or if his consent is necessary for the exercise of any
of the rights of other persons interested therein, or if other persons
interested therein can be required or are accustomed to exercise their
rights in accordance with his instructions.
[62/70]

(3) Any person who fails to give any information required of him
under this section, or who in giving any such information makes any
statement which he knows to be false in a material particular, or
recklessly makes any statement which is false in a material particular,
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.
[62/70; 15/84]

(4) This section shall apply to a banking corporation but nothing

therein shall, subject to the provisions of the Banking Act (Cap. 19),
require disclosure by a banking corporation to the Minister of any
information as to the affairs of any of its customers other than the
corporation of which it is the banker.
[62/70]

(5) The Minister may by notification in the Gazette delegate his

powers under this section either generally or in any particular case to
a committee of an approved exchange that has been approved by him
under any written law relating to the securities industry or to any
body, panel or committee that has been established to advise him on
matters connected with the securities industry.
[49/73; 42/2001]
[Act 4 of 2017 wef 08/10/2018]

(6) A committee of an approved exchange or any body, panel or

committee referred to in subsection (5) in the discharge of its powers

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529 CAP. 50 Companies 2006 Ed.

under that subsection shall keep the Minister informed of any

information obtained under this section.
[49/73; 42/2001]
[Act 4 of 2017 wef 08/10/2018]

(7) Notwithstanding any delegation of his powers under this

section, the Minister may exercise any of the powers conferred
upon him under this section.
[49/73]

Power to impose restrictions on shares or debentures

245.—(1) Where in connection with an investigation under
section 243 or 244 it appears to the Minister that there is difficulty
in finding out the relevant facts about any shares, whether issued or to
be issued, the Minister may by order published in the Gazette direct
that the shares are until further order subject to the following
restrictions:
(a) that any transfer of those shares or any exercise of the right
to acquire or dispose of those shares or in the case of
unissued shares any transfer of the right to be issued
therewith and any issue thereof, shall be void;
(b) that no voting rights shall be exercisable in respect of those
shares;
(c) that no further shares shall be issued in right of those shares
or in pursuance of any offer made to the holder thereof; and
(d) that, except in a liquidation, no payment shall be made of
any sums due from the company on those shares, whether
in respect of capital or otherwise.
[13/87]

(2) Any order of the Minister directing that shares shall cease to be
subject to the restrictions referred to in subsection (1) which is
expressed to be made with a view to permitting a transfer of those
shares may continue the application of subsection (1)(c) and (d), in
relation to those shares, either in whole or in part, so far as those
paragraphs relate to any right acquired or offer made before the
transfer.

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(3) Where any shares are for the time being subject to any
restrictions referred to in subsection (1), any person who —
(a) having knowledge that the shares are subject to any such
restrictions, exercises or purports to exercise any right to
dispose of those shares, or of any right to be issued with the
shares;
(b) votes in respect of those shares, whether as holder or proxy,
or appoints a proxy to vote in respect thereof; or
(c) being the holder of any of those shares, fails to notify the
fact of their being subject to those restrictions to any
person whom he does not know to be aware of that fact but
does know to be entitled, apart from those restrictions, to
vote in respect of those shares whether as holder or proxy,
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.
[15/84]

(4) Where shares in any company are issued in contravention of the

restrictions imposed pursuant to subsection (1), 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 or to imprisonment for a term not exceeding 12 months.
[15/84]

(5) A prosecution shall not be instituted under this section except

with the consent of the Public Prosecutor.
(6) This section shall apply in relation to debentures as it applies in
relation to shares.

Inspectors appointed in other countries

246. Where —
(a) under a corresponding law of another country an inspector
has been appointed to investigate the affairs of a
corporation; and

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(b) the Minister is of the opinion that, in connection with that

investigation, it is expedient that an investigation be made
in Singapore,
the Minister may by notice declare that the inspector so appointed
shall have the same powers and duties in Singapore in relation to the
investigation as if the corporation were a declared company and the
inspector had been appointed under section 231 and thereupon the
inspector shall have those powers and duties.

PART X
WINDING UP
Division 1 — Preliminary
Modes of winding up
247. The winding up of a company may be either —
(a) by the Court; or
(b) voluntary.

Application of this Division

248. Unless inconsistent with the context or subject-matter, the
provisions of this Act with respect to winding up shall apply to the
winding up of a company in either of those modes.

Government bound by certain provisions

249. The provisions of this Part relating to the remedies against the
property of a company, the priorities of debts and the effect of an
arrangement with creditors shall bind the Government.

Liability as contributories of present and past members

250.—(1) On a company being wound up, every present and past
member shall be liable to contribute to the assets of the company to an
amount sufficient for payment of its debts and liabilities and the costs,
charges and expenses of the winding up and for the adjustments of the
rights of the contributories among themselves, subject to
subsection (2) and the following qualifications:

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(a) a past member shall not be liable to contribute if he has
ceased to be a member for one year or more before the
commencement of the winding up;
(b) a past member shall not be liable to contribute in respect of
any debt or liability of the company contracted after he
ceased to be a member;
(c) a past member shall not be liable to contribute unless it
appears to the Court that the existing members are unable
to satisfy the contributions required to be made by them in
pursuance of this Act;
(d) in the case of a company limited by shares, no contribution
shall be required from any member exceeding the amount,
if any, unpaid on the shares in respect of which he is liable
as a present or past member;
(e) in the case of a company limited by guarantee, no
contribution shall, subject to subsection (4), be required
from any member exceeding the amount undertaken to be
contributed by him to the assets of the company in the
event of its being wound up;
(f) nothing in this Act shall invalidate any provision contained
in any policy of insurance or other contract whereby the
liability of individual members on the policy or contract is
restricted or whereby the funds of the company are alone
made liable in respect of the policy or contract;
(g) a sum due to any member in his character of a member by
way of dividends, profits or otherwise shall not be a debt of
the company payable to that member in a case of
competition between himself and any other creditor not a
member, but any such sum may be taken into account for
the purpose of the final adjustment of the rights of the
contributories among themselves.

Unlimited liability of directors

(2) In the winding up of a limited company any director, whether
past or present, whose liability is unlimited shall in addition to his

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liability, if any, to contribute as an ordinary member be liable to make

a further contribution as if he were, at the commencement of the
winding up, a member of an unlimited company.
(3) Notwithstanding anything in subsection (2) —
(a) a past director shall not be liable to make a further
contribution if he has ceased to hold office for a year or
more before the commencement of the winding up;
(b) a past director shall not be liable to make a further
contribution in respect of any debt or liability of the
company contracted after he ceased to hold office; and
(c) subject to the constitution of the company, a director shall
not be liable to make a further contribution unless the
Court considers it necessary to require that contribution in
order to satisfy the debts and liabilities of the company and
the costs, charges and expenses of the winding up.
[Act 36 of 2014 wef 03/01/2016]

(4) On the winding up of a company limited by guarantee every

member shall be liable, in addition to the amount undertaken to be
contributed by him to the assets of the company in the event of its
being wound up, to contribute to the extent of any sums unpaid on any
shares held by him.

Nature of liability of contributory

251. The liability of a contributory shall create a debt accruing due
from him at the time when his liability commenced but payable at the
times when calls are made for enforcing the liability.

Contributories in case of death of member

252.—(1) If a contributory dies, either before or after he has been
placed on the list of contributories, his personal representatives shall
be liable in due course of administration to contribute to the assets of
the company in discharge of his liability and shall be contributories
accordingly, and if they make default in paying any money ordered to
be paid by them proceedings may be taken for administering the
estate of the deceased contributory and for compelling payment
thereout of the money due.

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Contributories in case of bankruptcy of member
(2) If a contributory becomes bankrupt or assigns his estate for the
benefit of his creditors, either before or after he has been placed on
the list of contributories —
(a) his trustee shall represent him for all the purposes of the
winding up and shall be a contributory accordingly; and
(b) there may be proved against his estate the estimated value
of his liability to future calls as well as calls already made.

Division 2 — Winding up by Court

Subdivision (1) — General
Application for winding up
253.—(1) A company, whether or not it is being wound up
voluntarily, may be wound up under an order of the Court on the
application —
(a) of the company;
(b) of any creditor, including a contingent or prospective
creditor, of the company;
(c) of a contributory or any person who is the personal
representative of a deceased contributory or the Official
Assignee of the estate of a bankrupt contributory;
(d) of the liquidator;
(e) of the Minister pursuant to section 241 or on the ground
specified in section 254(1)(d), (l) or (la);
[Act 15 of 2017 wef 11/10/2017]

(f) of the judicial manager appointed pursuant to Part VIIIA;

(g) in the case of a company which is carrying on or has
carried on banking business, of the Monetary Authority of
Singapore established under the Monetary Authority of
Singapore Act (Cap. 186); or
[1/2007 wef 31/03/2007]

(h) of the Minister on the ground specified in

section 254(1)(m),

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or of any 2 or more of those parties.

[49/73; 15/84; 13/87; 42/2005]

(2) Notwithstanding anything in subsection (1) —

(a) a person referred to in subsection (1)(c) may not make a
winding up application on any of the grounds specified in
section 254(1)(a), (b), (c), (e) or (i), unless —
(i) the company has no member; or
(ii) the shares in respect of which the contributory was a
contributory or some of them were originally allotted
to the contributory, or have been held by him and
registered in his name for at least 6 months during the
18 months before the making of the winding up
application or have devolved on him through the
death or bankruptcy of a former holder;
(b) a winding up application shall not, if the ground of the
application is default in lodging the statutory report or in
holding the statutory meeting, be made by any person
except a contributory or the Minister nor before the
expiration of 14 days after the last day on which the
meeting ought to have been held;
(c) the Court shall not hear the winding up application if made
by a contingent or prospective creditors until such security
for costs has been given as the Court thinks reasonable and
a prima facie case for winding up has been established to
the satisfaction of the Court; and
(d) the Court shall not, where a company is being wound up
voluntarily, make a winding up order unless it is satisfied
that the voluntary winding up cannot be continued with due
regard to the interests of the creditors or contributories.
[28/2004; 42/2005]

Circumstances in which company may be wound up by Court

254.—(1) The Court may order the winding up if —
(a) the company has by special resolution resolved that it be
wound up by the Court;

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(b) default is made by the company in lodging the statutory
report or in holding the statutory meeting;
(c) the company does not commence business within a year
from its incorporation or suspends its business for a whole
year;
(d) the company has no member;
(e) the company is unable to pay its debts;
(f) the directors have acted in the affairs of the company in
their own interests rather than in the interests of the
members as a whole, or in any other manner whatever
which appears to be unfair or unjust to other members;
(g) an inspector appointed under Part IX has reported that he is
of opinion —
(i) that the company cannot pay its debts and should be
wound up; or
(ii) that it is in the interests of the public or of the
shareholders or of the creditors that the company
should be wound up;
(h) when the period, if any, fixed for the duration of the
company by the constitution expires or the event, if any,
happens on the occurrence of which the constitution
provide that the company is to be dissolved;
[Act 36 of 2014 wef 03/01/2016]

(i) the Court is of opinion that it is just and equitable that the
company be wound up;
(j) the company has held a licence under any written law
relating to banking, and that licence has been revoked or
has expired and has not been renewed;
(k) the company is carrying on or has carried on banking
business in Singapore in contravention of the provisions of
any written law relating to banking;
[1/2007 wef 31/03/2007]

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(l) the company has carried on multi-level marketing or

pyramid selling in contravention of any written law that
prohibits multi-level marketing or pyramid selling;
[Act 15 of 2017 wef 11/10/2017]

(la) the company, being a foreign corporate entity that was

registered as a company limited by shares under
section 359(1) subject to conditions, has breached any of
the conditions of registration imposed under that section;
or
[Act 15 of 2017 wef 11/10/2017]

(m) the company is being used for an unlawful purpose or for

purposes prejudicial to public peace, welfare or good order
in Singapore or against national security or interest.
[49/73; 15/84; 28/2004]

Definition of inability to pay debts

(2) A company shall be deemed to be unable to pay its debts if —
(a) a creditor by assignment or otherwise to whom the
company is indebted in a sum exceeding $10,000 then
due has served on the company by leaving at the registered
office a demand under his hand or under the hand of his
agent thereunto lawfully authorised requiring the company
to pay the sum so due, and the company has for 3 weeks
thereafter neglected to pay the sum or to secure or
compound for it to the reasonable satisfaction of the
creditor;
(b) execution or other process issued on a judgment, decree or
order of any court in favour of a creditor of the company is
returned unsatisfied in whole or in part; or
(c) it is proved to the satisfaction of the Court that the
company is unable to pay its debts; and in determining
whether a company is unable to pay its debts the Court
shall take into account the contingent and prospective
liabilities of the company.
[13/87; 37/99]

(2A) On an application for winding up on the ground specified in

subsection (1)(f) or (i), instead of making an order for the winding up,

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the Court may if it is of the opinion that it is just and equitable to do
so, make an order for the interests in shares of one or more members
to be purchased by the company or one or more other members on
terms to the satisfaction of the Court.
[Act 36 of 2014 wef 01/07/2015]

(3) For the purpose of subsection (1)(m), a certificate issued by the

Minister charged with the responsibility for internal security stating
that he is satisfied that the company referred to in the certificate is
being used for purposes against national security or interest shall be
conclusive evidence that the company is being used for such
purposes.
[36/2000]

(4) Upon the making of an application by the Minister under

section 253(1)(h) for the winding up of a company under
subsection (1)(m) on the ground that it is being used for purposes
against national security or interest, the Court, upon the application of
the Minister, may, pending the hearing of the winding up application
or the making of a winding up order, make —
(a) an order restraining the company or its directors, chief
executive officer, officers or employees from doing any act
or from carrying out any activity as may be specified in the
order; and
[Act 36 of 2014 wef 03/01/2016]

(b) such other interim orders as the Court thinks fit.

[36/2000; 42/2005]

(5) Any person who acts in contravention of an order made by the

Court under subsection (4) shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding $10,000 or to
imprisonment for a term not exceeding 2 years or to both.
[36/2000]

Commencement of winding up
255.—(1) Where before the making of a winding up application a
resolution has been passed by the company for voluntary winding up,
the winding up of the company shall be deemed to have commenced
at the time of the passing of the resolution, and, unless the Court on
proof of fraud or mistake thinks fit otherwise to direct, all

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proceedings taken in the voluntary winding up shall be deemed to

have been validly taken.
[42/2005]

(2) In any other case the winding up shall be deemed to have

commenced at the time of the making of the application for the
winding up.
[42/2005]

Payment of preliminary costs, etc.

256.—(1) The persons, other than the company itself or the
liquidator thereof, on whose application any winding up order is
made, shall at their own cost prosecute all proceedings in the winding
up until a liquidator has been appointed under this Part.
[42/2005]

(2) The liquidator shall, unless the Court orders otherwise,

reimburse the applicant out of the assets of the company the taxed
costs incurred by the applicant in any such proceedings.
[42/2005]

(3) Where the company has no assets or has insufficient assets, and
in the opinion of the Minister any fraud has been committed by any
person in the promotion or formation of the company or by any
officer of the company in relation to the company since the formation
thereof, the taxed costs or so much of them as is not so reimbursed
may, with the approval in writing of the Minister, to an extent
specified by the Minister but not in any case exceeding $3,000, be
reimbursed to the applicant out of moneys provided by Parliament for
the purpose.
[13/87; 42/2005]

As to costs when order made on application of company or

liquidator
(4) Where any winding up order is made upon the application of the
company or the liquidator thereof, the costs incurred shall, subject to
any order of the Court, be paid out of assets of the company in like
manner as if they were the costs of any other applicant.
[42/2005]

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Powers of Court on hearing winding up application
257.—(1) On hearing a winding up application, the Court may
dismiss it with or without costs or adjourn the hearing conditionally
or unconditionally or make any interim or other order that it thinks fit,
but the Court shall not refuse to make a winding up order on the
ground only that the assets of the company have been mortgaged to an
amount equal to or in excess of those assets or that the company has
no assets or in the case of an application by a contributory that there
will be no assets available for distribution amongst the contributories.
[42/2005]

(2) The Court may on the winding up application coming on for

hearing or at any time on the application of the person making the
winding up application, the company, or any person who has given
notice that he intends to appear on the hearing of the winding up
application —
(a) direct that any notices be given or any steps taken before or
after the hearing of the winding up application;
(b) dispense with any notices being given or steps being taken
which are required by this Act, or by the rules made
thereunder, or by any prior order of the Court;
(c) direct that oral evidence be taken on the winding up
application or any matter relating thereto;
(d) direct a speedy hearing or trial of the winding up
application or any issue or matter;
(e) allow the winding up application to be amended or
withdrawn; and
(f) give such directions as to the proceedings as the Court
thinks fit.
[42/2005]

(3) Where the winding up application is made on the ground of

default in lodging the statutory report or in holding the statutory
meeting, the Court may, instead of making a winding up order, direct
that the statutory report shall be lodged or that a meeting shall be held

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and may order the costs to be paid by any persons who, in the opinion
of the Court, are responsible for the default.
[42/2005]

Power to stay or restrain proceedings against company

258. At any time after the making of a winding up application and
before a winding up order has been made, the company or any
creditor or contributory may, where any action or proceeding against
the company is pending, apply to the Court to stay or restrain further
proceedings in the action or proceeding, and the Court may stay or
restrain the proceedings accordingly on such terms as it thinks fit.
[42/2005]

Avoidance of dispositions of property, etc.

259. Any disposition of the property of the company, including
things in action, and any transfer of shares or alteration in the status of
the members of the company made after the commencement of the
winding up by the Court shall unless the Court otherwise orders be
void.

Avoidance of certain attachments, etc.

260. Any attachment, sequestration, distress or execution put in
force against the estate or effects of the company after the
commencement of the winding up by the Court shall be void.

Winding up application to be lis pendens

261. Any application for winding up a company shall constitute a
lis pendens within the meaning of any law relating to the effect of a lis
pendens upon purchasers or mortgagees.
[42/2005]

Copy of order to be lodged, etc.

262.—(1) Within 7 days after the making of a winding up order, the
applicant for the winding up order shall lodge with the Registrar
notice of —
(a) the order and its date; and
(b) the name and address of the liquidator.
[42/2005]

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(2) On the passing and entering of the winding up order, the
applicant for the winding up order shall within 7 days —
(a) lodge an office copy of the order with the Official Receiver
and a copy of the order with the Registrar;
(b) cause a copy to be served upon the secretary of the
company or upon such other person or in such manner as
the Court directs; and
(c) deliver a copy to the liquidator with a statement that the
requirements of this subsection have been complied with.
[12/2002; 42/2005]

Actions stayed on winding up order

(3) When a winding up order has been made or a provisional
liquidator has been appointed, no action or proceeding shall be
proceeded with or commenced against the company except —
(a) by leave of the Court; and
(b) in accordance with such terms as the Court imposes.

Effect of order
(4) Subject to section 322A, an order for winding up a company
shall operate in favour of all the creditors and contributories of the
company as if made on the joint application of a creditor and of a
contributory.
[36/2000; 42/2005]

(5) If default is made in complying with subsection (1) or (2), the

applicant for the winding up order 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.
[15/84; 42/2005]

Subdivision (2) — Liquidators

Appointment, style, etc., of liquidators
263. The following provisions with respect to liquidators shall have
effect on a winding up order being made:

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(a) if an approved liquidator, other than the Official Receiver,

is not appointed to be the liquidator of the company, the
Official Receiver shall by virtue of his office become the
provisional liquidator and shall continue to act as such until
he or another person becomes liquidator and is capable of
acting as such;
(b) if there is no liquidator appointed, the Official Receiver
shall summon separate meetings of the creditors and
contributories of the company for the purpose of
determining whether or not an application is to be made
to the Court for appointing a liquidator in the place of the
Official Receiver;
(c) the Court may make any appointment and order required to
give effect to any such determination, and, if there is a
difference between the determinations of the meetings of
the creditors and contributories in respect of the matter
aforesaid, the Court shall decide the difference and make
such order thereon as the Court may think fit;
(d) in a case where a liquidator is not appointed by the Court,
the Official Receiver shall be the liquidator of the
company;
(da) in a case where a winding up order is made under
section 254(1)(m) on the ground that the company is being
used for purposes against national security or interest, the
Official Receiver shall be the liquidator of the company;
(e) the Official Receiver shall by virtue of his office be the
liquidator during any vacancy;
(f) any vacancy in the office of a liquidator appointed by the
Court may be filled by the Court;
(g) a liquidator shall be described, where a person other than
the Official Receiver is liquidator, by the style of “the
liquidator”, and, where the Official Receiver is liquidator,
by the style of “the Official Receiver and liquidator”, of the

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particular company in respect of which he is appointed,
and not by his individual name.
[36/2000]

Provisions where person other than Official Receiver is

appointed liquidator
264. Where in the winding up of a company by the Court, a person
other than the Official Receiver, is appointed liquidator, that
person —
(a) shall not be capable of acting as liquidator until he has
notified his appointment to the Registrar and given security
in the prescribed manner to the satisfaction of the Official
Receiver; and
(b) shall give the Official Receiver such information and such
access to and facilities for inspecting the books and
documents of the company, and generally such aid as may
be required for enabling that officer to perform his duties
under this Act.

Control of unofficial liquidators by Official Receiver

265.—(1) Where in the winding up of a company by the Court, a
person, other than the Official Receiver, is the liquidator the Official
Receiver shall take cognizance of his conduct and if the liquidator
does not faithfully perform his duties and duly observe all the
requirements imposed on him by any written law or otherwise with
respect to the performance of his duties, or if any complaint is made
to the Official Receiver by any creditor or contributory in regard
thereto, the Official Receiver shall inquire into the matter, and take
such action thereon as he may think expedient.
(2) The Official Receiver may at any time require any such
liquidator of a company which is being wound up by the Court to
answer any inquiry in relation to any winding up in which he is
engaged, and may, if the Official Receiver thinks fit, apply to the
Court to examine him or any other person on oath concerning the
winding up.

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(3) The Official Receiver may also direct a local investigation to be

made of the books and vouchers of such liquidator.

Control of Official Receiver by Minister

266. The Minister shall take cognizance of the conduct of the
Official Receiver and of all Assistant Official Receivers who are
concerned in the liquidation of companies, and if any such person
does not faithfully perform his duties and duly observe all the
requirements imposed on him by any written law or otherwise with
respect to the performance of his duties, or if any complaint is made
to the Minister by any creditor or contributory in regard thereto, the
Minister shall inquire into the matter, and take such action thereon as
he may think expedient, and may direct a local investigation to be
made of the books and vouchers of such person.

Provisional liquidator
267. The Court may appoint the Official Receiver or an approved
liquidator provisionally at any time after the making of a winding up
application and before the making of a winding up order and the
provisional liquidator shall have and may exercise all the functions
and powers of a liquidator, subject to such limitations and restrictions
as may be prescribed by the Rules or as the Court may specify in the
order appointing him.
[42/2005]

General provisions as to liquidators

268.—(1) A liquidator appointed by the Court may resign or on
cause shown be removed by the Court.
(2) A provisional liquidator, other than the Official Receiver, shall
be entitled to receive such salary or remuneration by way of
percentage or otherwise as is determined by the Court.
(3) A liquidator, other than the Official Receiver, shall be entitled to
receive such salary or remuneration by way of percentage or
otherwise as is determined —
(a) by agreement between the liquidator and the committee of
inspection, if any;

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(b) failing such agreement, or where there is no committee of
inspection by a resolution passed at a meeting of creditors
by a majority of not less than 75% in value and 50% in
number of the creditors present in person or by proxy and
voting at the meeting and whose debts have been admitted
for the purpose of voting, which meeting shall be convened
by the liquidator by a notice to each creditor to which
notice shall be attached a statement of all receipts and
expenditure by the liquidator and the amount of
remuneration sought by him; or
(c) failing a determination in a manner referred to in
paragraph (a) or (b), by the Court.
(4) Where the salary or remuneration of a liquidator is determined
in the manner specified in subsection (3)(a), the Court may, on the
application of a member or members whose shareholding or
shareholdings represents or represent in the aggregate not less than
10% of the issued capital of the company (excluding treasury shares),
confirm or vary the determination.
(5) Where the salary or remuneration of a liquidator is determined
in the manner specified in subsection (3)(b), the Court may, on the
application of the liquidator or a member or members referred to in
subsection (4), confirm or vary the determination.
(6) Subject to any order of the Court, the Official Receiver when
acting as a liquidator or provisional liquidator of a company shall be
entitled to receive such salary or remuneration by way of percentage
or otherwise as is prescribed.
(7) If more than one liquidator is appointed by the Court, the Court
shall declare whether anything by this Act required or authorised to
be done by the liquidator is to be done by all or any one or more of the
persons appointed.
(8) Subject to this Act, the acts of a liquidator shall be valid
notwithstanding any defects that may afterwards be discovered in his
appointment or qualification.

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Custody and vesting of company’s property

269.—(1) Where a winding up order has been made or a
provisional liquidator has been appointed, the liquidator or
provisional liquidator shall take into his custody or under his
control all the property and things in action to which the company
is or appears to be entitled.
(2) The Court may, on the application of the liquidator, by order
direct that all or any part of the property of whatever description
belonging to the company or held by trustees on its behalf shall vest in
the liquidator and thereupon the property to which the order relates
shall vest accordingly and the liquidator may, after giving such
indemnity, if any, as the Court directs, bring or defend any action or
other legal proceeding which relates to that property or which it is
necessary to bring or defend for the purpose of effectually winding up
the company and recovering its property.
(3) Where an order is made under this section, every liquidator of a
company in relation to which the order is made shall lodge within 7
days of the making of the order —
(a) a copy of the order with the Registrar; and
(b) where the order relates to land, an office copy of the order
with the appropriate authority concerned with the
registration or recording of dealings in that land,
and every liquidator who makes default in complying with this
section 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.
[15/84; 12/2002]

(4) No vesting order referred to in this section shall have any effect
or operation in transferring or otherwise vesting land until an
appropriate entry or memorandum thereof is made by or with the
appropriate authority.

Statement of company’s affairs to be submitted to Official

Receiver
270.—(1) There shall be made out and verified in the prescribed
form and manner and submitted to the Official Receiver or the

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2006 Ed. Companies CAP. 50 548
liquidator, as the case requires, a statement as to the affairs of the
company as at the date of the winding up order showing —
(a) the particulars of its assets, debts and liabilities;
(b) the names and addresses of its creditors;
(c) the securities held by them respectively;
(d) the dates when the securities were respectively given; and
(e) such further information as is prescribed or as the Official
Receiver or the liquidator requires.
(2) The statement shall be submitted by one or more of the persons
who are, at the date of the winding up order, directors, and by the
secretary of the company, or by such of the persons hereinafter
mentioned as the Official Receiver or the liquidator, subject to the
direction of the Court, requires, that is to say, persons —
(a) who are or have been officers of the company;
(b) who have taken part in the formation of the company at any
time within one year before the date of the winding up
order; or
(c) who are or have been within that period officers of or in the
employment of a corporation which is, or within that
period was, an officer of the company to which the
statement relates.
(3) The statement shall be submitted within 14 days after the date of
the winding up order or within such extended time as the Official
Receiver or the liquidator or the Court for special reasons specifies,
and the Official Receiver or the liquidator shall within 7 days after its
receipt cause a copy of the statement to be filed with the Court and
lodged with the Registrar and, where the Official Receiver is not the
liquidator, shall cause a copy to be lodged with the Official Receiver.
(4) Any person making or concurring in making the statement
required by this section may, subject to the rules, be allowed, and be
paid, out of the assets of the company, such costs and expenses
incurred in and about the preparation and making of the statement as
the Official Receiver or the liquidator considers reasonable subject to
an appeal to the Court.

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(5) Every person who, without reasonable excuse, makes default in

complying with the requirements of this section 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 and also to a default penalty.
[15/84]

Report by liquidator
271.—(1) The liquidator shall as soon as practicable after receipt of
the statement of affairs submit a preliminary report to the Court or if
the liquidator is not the Official Receiver, to the Official Receiver —
(a) as to the amount of capital issued, subscribed and paid up
and the estimated amount of assets and liabilities;
(b) if the company has failed, as to the causes of the failure;
and
(c) whether, in his opinion, further inquiry is desirable as to
any matter relating to the promotion, formation or failure
of the company or the conduct of the business thereof.
[13/87]

(2) The liquidator may also, if he thinks fit, make further reports to
the Court or if the liquidator is not the Official Receiver, to the
Official Receiver stating the manner in which the company was
formed and whether in his opinion any fraud has been committed or
any material fact has been concealed by any person in its promotion
or formation or by any officer in relation to the company since its
formation, and whether any officer of the company has contravened
or failed to comply with any of the provisions of this Act, and
specifying any other matter which in his opinion it is desirable to
bring to the notice of the Court.

Powers of liquidator
272.—(1) The liquidator may with the authority either of the Court
or of the committee of inspection —
(a) carry on the business of the company so far as is necessary
for the beneficial winding up thereof, but the authority
shall not be necessary to so carry on the business during the
4 weeks next after the date of the winding up order;

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(b) subject to section 328 pay any class of creditors in full;
(c) make any compromise or arrangement with creditors or
persons claiming to be creditors or having or alleging
themselves to have any claim present or future, certain or
contingent, ascertained or sounding only in damages
against the company, or whereby the company may be
rendered liable;
(d) compromise any calls and liabilities to calls, debts and
liabilities capable of resulting in debts and any claims
present or future, certain or contingent, ascertained or
sounding only in damages subsisting, or supposed to
subsist, between the company and a contributory or other
debtor or person apprehending liability to the company,
and all questions in any way relating to or affecting the
assets or the winding up of the company, on such terms as
are agreed, and take any security for the discharge of any
such call, debt, liability or claim, and give a complete
discharge in respect thereof; and
(e) appoint a solicitor to assist him in his duties.
(2) The liquidator may —
(a) bring or defend any action or other legal proceeding in the
name and on behalf of the company;
(b) compromise any debt due to the company, other than calls
and liabilities to calls and other than a debt where the
amount claimed by the company to be due to it exceeds
$1,500;
(c) sell the immovable and movable property and things in
action of the company by public auction, public tender or
private contract with power to transfer the whole thereof to
any person or company or to sell the same in parcels;
(d) do all acts and execute in the name and on behalf of the
company all deeds, receipts and other documents and for
that purpose use when necessary the company’s seal, if
any;
[Act 15 of 2017 wef 31/03/2017]

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(e) prove, rank and claim in the bankruptcy of any

contributory or debtor for any balance against his estate,
and receive dividends in the bankruptcy in respect of that
balance as a separate debt due from the bankrupt, and
rateably with the other separate creditors;
(f) draw, accept, make and indorse any bill of exchange or
promissory note in the name and on behalf of the company
with the same effect with respect to the liability of the
company as if the bill or note had been drawn, accepted,
made or indorsed by or on behalf of the company in the
course of its business;
(g) raise on the security of the assets of the company any
money required;
(h) take out letters of administration of the estate of any
deceased contributory or debtor, and do any other act
necessary for obtaining payment of any money due from a
contributory or debtor or his estate which cannot be
conveniently done in the name of the company, and in all
such cases the money due shall, for the purposes of
enabling the liquidator to take out the letters of
administration or recover the money, be deemed due to
the liquidator himself;
(i) appoint an agent to do any business which the liquidator is
unable to do himself; and
(j) do all such other things as are necessary for winding up the
affairs of the company and distributing its assets.
(3) The exercise by the liquidator of the powers conferred by this
section shall be subject to the control of the Court, and any creditor or
contributory may apply to the Court with respect to any exercise or
proposed exercise of any of those powers.

Exercise and control of liquidator’s powers

273.—(1) Subject to this Part, the liquidator shall in the
administration of the assets of the company and in the distribution
thereof among its creditors have regard to any directions given by

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2006 Ed. Companies CAP. 50 552
resolution of the creditors or contributories at any general meeting or
by the committee of inspection, and any directions so given by the
creditors or contributories shall, in case of conflict, override any
directions given by the committee of inspection.
(2) The liquidator may summon general meetings of the creditors or
contributories for the purpose of ascertaining their wishes, and he
shall summon meetings at such times as the creditors or
contributories by resolution direct or whenever requested in writing
to do so by not less than 10% in value of the creditors or
contributories.
(3) The liquidator may apply to the Court for directions in relation
to any particular matter arising under the winding up.
(4) Subject to this Part, the liquidator shall use his own discretion in
the management of the affairs and property of the company and the
distribution of its assets.

Payment by liquidator into bank

274.—(1) Every liquidator shall, in the manner and at the times
prescribed by the rules, pay the money received by him into such
bank account as is prescribed by those rules or as is specified by the
Court.
(2) If any liquidator retains for more than 10 days a sum exceeding
$1,000, or such other amount as the Court in any particular case
authorises him to retain, then, unless he explains the retention to the
satisfaction of the Court, he shall pay interest on the amount so
retained in excess, computed from the expiration of the
abovementioned 10 days, until he has complied with subsection (1)
at the rate of 20% per annum, and shall be liable —
(a) to disallowance of all or such part of his remuneration as
the Court thinks just;
(b) to be removed from his office by the Court; and
(c) to pay any expenses occasioned by reason of his default.
[13/87]

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(3) Any liquidator who pays any sums received by him as liquidator
into any bank or account other than the bank or account prescribed or
specified under subsection (1) shall be guilty of an offence.

Release of liquidators and dissolution of company

275. When the liquidator —
(a) has realised all the property of the company or so much
thereof as can in his opinion be realised, without needlessly
protracting the liquidation, and has distributed a final
dividend, if any, to the creditors and adjusted the rights of
the contributories among themselves and made a final
return, if any, to the contributories; or
(b) has resigned or has been removed from his office,
he may apply to the Court —
(i) for an order that he be released; or
(ii) for an order that he be released and that the company be
dissolved.

As to orders for release or dissolution

276.—(1) Where an order is made that the company be dissolved,
the company shall from the date of the order be dissolved
accordingly.
(2) The Court —
(a) may cause a report on the accounts of a liquidator, not
being the Official Receiver, to be prepared by the Official
Receiver or by a public accountant appointed by the Court;
(b) on the liquidator complying with all the requirements of
the Court, shall take into consideration the report and any
objection which is urged by the Official Receiver, auditor
or any creditor or contributory or other person interested
against the release of the liquidator; and
(c) shall either grant or withhold the release accordingly.
[5/2004]

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2006 Ed. Companies CAP. 50 554
(3) Where the release of a liquidator is withheld, the Court may, on
the application of any creditor or contributory or person interested,
make such order as it thinks just charging the liquidator with the
consequences of any act or default which he may have done or made
contrary to his duty.
(4) An order of the Court releasing the liquidator shall discharge
him from all liability in respect of any act done or default made by
him in the administration of the affairs of the company or otherwise in
relation to his conduct as liquidator, but any such order may be
revoked on proof that it was obtained by fraud or by suppression or
concealment of any material fact.
(5) Where the liquidator has not previously resigned or been
removed his release shall operate as a removal from office.
(6) Where the Court has made —
(a) an order that the liquidator be released; or
(b) an order that the liquidator be released and that the
company be dissolved,
a copy of the order and an office copy of the order shall, within 14
days after the making thereof, be lodged by the liquidator with the
Registrar and with the Official Receiver, respectively, and a
liquidator who makes default in complying with the requirements
of this subsection 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.
[15/84; 12/2002]

Subdivision (3) — Committees of inspection

Meetings to determine whether committee of inspection to be
appointed
277.—(1) The liquidator may, and shall, if requested by any
creditor or contributory, summon separate meetings of the creditors
and contributories for the purpose of determining whether or not the
creditors or contributories require the appointment of a committee of
inspection to act with the liquidator, and if so who are to be members
of the committee.

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(2) If there is a difference between the determinations of the

meetings of the creditors and contributories the Court shall decide the
difference and make such order as it thinks fit.

Constitution and proceedings of committee of inspection

278.—(1) The committee of inspection shall consist of creditors
and contributories of the company or persons holding —
(a) general powers of attorney from creditors or
contributories; or
(b) special authorities from creditors or contributories
authorising the persons named therein to act on such a
committee,
appointed by the meetings of creditors and contributories in such
proportions as are agreed or, in case of difference, as are determined
by the Court.
(2) The committee shall meet at such times and places as it may
from time to time appoint, and the liquidator or any member of the
committee may also call a meeting of the committee as he thinks
necessary.
(3) The committee may act by a majority of its members present at a
meeting, but shall not act unless a majority of the committee is
present.
(4) A member of the committee may resign by notice in writing
signed by him and delivered to the liquidator.
(5) If a member of the committee becomes bankrupt or assigns his
estate for the benefit of his creditors or makes an arrangement with
his creditors pursuant to any written law relating to bankruptcy or is
absent from 5 consecutive meetings of the committee without the
leave of those members who together with himself represent the
creditors or contributories, as the case may be, his office shall
thereupon become vacant.
(6) A member of the committee may be removed by an ordinary
resolution at a meeting of creditors, if he represents creditors, or of
contributories, if he represents contributories, of which meeting 7
days’ notice has been given stating the object of the meeting.

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(7) A vacancy in the committee may be filled by the appointment by
the committee of the same or another creditor or contributory or
person holding a general power of attorney or special authority as
specified in subsection (1).
(8) The liquidator may at any time of his own motion and shall
within 7 days after the request in writing of a creditor or contributory
summon a meeting of creditors or of contributories, as the case
requires, to consider any appointment made pursuant to
subsection (7), and the meeting may confirm the appointment or
revoke the appointment and appoint another creditor or contributory
or person holding a general power of attorney or special authority as
specified in subsection (1), as the case requires, in his stead.
(9) The continuing members of the committee if not less than 2 may
act notwithstanding any vacancy in the committee.
(10) In this section, “general power of attorney” includes a lasting
power of attorney registered under the Mental Capacity Act 2008.
[22/2008 wef 01/03/2008]

Subdivision (4) — General powers of Court

Power to stay winding up
279.—(1) At any time after an order for winding up has been made,
the Court may, on the application of the liquidator or of any creditor
or contributory and on proof to the satisfaction of the Court that all
proceedings in relation to the winding up ought to be stayed, make an
order staying the proceedings either altogether or for a limited time on
such terms and conditions as the Court thinks fit.
(2) On any such application the Court may, before making an order,
require the liquidator to furnish a report with respect to any facts or
matters which are in his opinion relevant.
(3) A copy of an order made under this section and an office copy of
such an order shall be lodged by the company with the Registrar and
the Official Receiver, respectively, within 14 days after the making of
the order.
[12/2002]

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(4) Any person who fails to comply with subsection (3) 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.
[15/84]

Settlement of list of contributories and application of assets

280.—(1) As soon as possible after making a winding up order, the
Court shall settle a list of contributories and may rectify the register of
members in all cases where rectification is required in pursuance of
this Part and shall cause the assets of the company to be collected and
applied in discharge of its liabilities.
(2) Notwithstanding subsection (1), where it appears to the Court
that it will not be necessary to make calls on or adjust the rights of
contributories, the Court may dispense with the settlement of a list of
contributories.
(3) In settling the list of contributories, the Court shall distinguish
between persons who are contributories in their own right and
persons who are contributories as being representatives of or liable
for the debts of others.
(4) The list of contributories, when settled, shall be prima facie
evidence of the liabilities of the persons named therein as
contributories.

Payment of debts due by contributory, to company, and extent

to which set-off allowed
281.—(1) The Court may make an order directing any contributory
for the time being on the list of contributories to pay to the company,
in the manner directed by the order, any money due from him or from
the estate of the person whom he represents, exclusive of any money
payable by him or the estate by virtue of any call in pursuance of this
Act, and may —
(a) in the case of an unlimited company, allow to the
contributory by way of set-off any money due to him or
to the estate which he represents from the company on any
independent dealing or contract but not any money due to
him as a member of the company in respect of any dividend
or profit; and

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(b) in the case of a limited company, make to any director
whose liability is unlimited or to his estate the like
allowance,
and in the case of any company whether limited or unlimited, when
all the creditors are paid in full, any money due on any account
whatever to a contributory from the company may be allowed to him
by way of set-off against any subsequent call.

Power of Court to make calls

(2) The Court may either before or after it has ascertained the
sufficiency of the assets of the company —
(a) make calls on all or any of the contributories for the time
being on the list of contributories, to the extent of their
liability, for payment of any money which the Court
considers necessary to satisfy the debts and liabilities of the
company and the costs, charges and expenses of winding
up and for the adjustment of the rights of the contributories
among themselves; and
(b) make an order for payment of any calls so made,
and, in making a call, may take into consideration the probability that
some of the contributories may partly or wholly fail to pay the call.

Payment into bank of moneys due to company

(3) The Court may order any contributory, purchaser or other
person from whom money is due to the company to pay the amount
due into some bank, named in such order, to the account of the
liquidator instead of to the liquidator, and any such order may be
enforced in the same manner as if it had directed payment to the
liquidator.
(4) All moneys and securities paid or delivered into any bank
pursuant to this Division shall be subject in all respects to orders of
the Court.

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Order on contributory conclusive evidence

(5) An order made by the Court under this section shall, subject to
any right of appeal, be conclusive evidence that the money, if any,
thereby appearing to be due or ordered to be paid is due, and all other
pertinent matters stated in the order shall be taken to be truly stated as
against all persons and in all proceedings.

Appointment of special manager

282.—(1) The liquidator may, if satisfied that the nature of the
estate or business of the company, or the interests of the creditors or
contributories generally, require the appointment of a special
manager of the estate or business of the company other than
himself, apply to the Court which may appoint a special manager of
the estate or business to act during such time as the Court directs with
such powers, including any of the powers of a receiver or manager, as
are entrusted to him by the Court.
(2) The special manager —
(a) shall give such security and account in such manner as the
Court directs;
(b) shall receive such remuneration as is fixed by the Court;
and
(c) may at any time resign after giving not less than one
month’s notice in writing to the liquidator of his intention
to resign, or on cause shown be removed by the Court.

Claims of creditors and distribution of assets

283.—(1) The Court may fix a date on or before which creditors are
to prove their debts or claims or after which they will be excluded
from the benefit of any distribution made before those debts or claims
are proved.
(2) The Court shall adjust the rights of the contributories among
themselves and distribute any surplus among the persons entitled
thereto.
(3) The Court may, in the event of the assets being insufficient to
satisfy the liabilities, make an order as to the payment out of the assets

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2006 Ed. Companies CAP. 50 560
of the costs, charges and expenses incurred in the winding up in such
order of priority as the Court thinks fit.

Inspection of books and papers by creditors and contributories

284. The Court may make such order for inspection of the books
and papers of the company by creditors and contributories as the
Court thinks just, and any books and papers in the possession of the
company may be inspected by creditors or contributories accordingly,
but not further or otherwise.

Power to summon persons connected with company

285.—(1) The Court may summon before it any officer of the
company or person known or suspected to have in his possession any
property of the company or supposed to be indebted to the company,
or any person whom the Court considers capable of giving
information concerning the promotion, formation, trade dealings,
affairs or property of the company.
(2) The Court may examine him on oath concerning the matters
mentioned in subsection (1) either by word of mouth or on written
interrogatories and may cause to be made a record of his answers, and
any such record may be used in evidence in any legal proceedings
against him.
[17/2005]

(3) The Court may require him to produce any books and papers in
his custody or power relating to the company, but where he claims
any lien on books or papers the production shall be without prejudice
to that lien, and the Court shall have jurisdiction to determine all
questions relating to that lien.
(4) An examination under this section or section 286 may, if the
Court so directs and subject to the Rules, be held before any District
Judge named for the purpose by the Court, and the powers of the
Court under this section and section 286 may be exercised by that
Judge.
(5) If any person so summoned, after being tendered a reasonable
sum for his expenses, refuses to come before the Court at the time
appointed, not having a lawful excuse, made known to the Court at

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the time of its sitting and allowed by it, the Court may cause him to be
apprehended and brought before the Court for examination.

Power to order public examination of promoters, directors, etc.

286.—(1) Where the liquidator has made a report under this Part
stating that, in his opinion, a fraud has been committed or that any
material fact has been concealed by any person in the promotion or
formation of the company or by any officer in relation to the company
since its formation or that any officer of the company has failed to act
honestly or diligently or has been guilty of any impropriety or
recklessness in relation to the affairs of the company, the Court may,
after consideration of the report, direct that the person or officer, or
any other person who was previously an officer of the company,
including any banker, solicitor or auditor, or who is known or
suspected to have in his possession any property of the company or is
supposed to be indebted to the company or any person whom the
Court considers capable of giving information concerning the
promotion, formation, trade dealings, affairs or property of the
company, shall attend before the Court on a day appointed and be
publicly examined as to the promotion or formation or the conduct of
the business of the company, or in the case of an officer or former
officer as to his conduct and dealings as an officer thereof.
(2) The liquidator and any creditor or contributory may take part in
the examination either personally or by a solicitor.
(3) The Court may put or allow to be put such questions to the
person examined as the Court thinks fit.
(4) The person examined shall be examined on oath and shall
answer all such questions as the Court puts or allows to be put to him.
(5) A person ordered to be examined under this section shall before
his examination be furnished with a copy of the liquidator’s report.
(6) Where a person directed to attend before the Court under
subsection (1) applies to the Court to be exculpated from any charges
made or suggested against him, the liquidator shall appear on the
hearing of the application and call the attention of the Court to any
matters which appear to him to be relevant and if the Court, after
hearing any evidence given or witnesses called by the liquidator,

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grants the application the Court may allow the applicant such costs as
the Court in its discretion thinks fit.
(7) The record of the examination —
(a) may be used in evidence in any legal proceedings against
the person examined; and
(b) shall, at all reasonable times, be made available to any
creditor or contributory for review at the court premises.
[17/2005]

(8) The Court may if it thinks fit adjourn the examination from time
to time.

Power to arrest absconding contributory, director or former

director
287. The Court, at any time before or after making a winding up
order, on proof of probable cause for believing that a contributory or a
director or former director of the company is about to leave Singapore
or otherwise to abscond or to remove or conceal any of his property
for the purpose of evading payment of calls or of avoiding
examination respecting the affairs of the company, may cause the
contributory, director or former director to be arrested and his books
and papers and movable personal property to be seized and safely
kept until such time as the Court orders.

Delegation to liquidator of certain powers of Court

288. Provision may be made by rules enabling or requiring all or
any of the powers and duties conferred and imposed on the Court by
this Part in respect of —
(a) the holding and conducting of meetings to ascertain the
wishes of creditors and contributories;
(b) the settling of lists of contributories, the rectifying of the
register of members where required, and the collecting and
applying of the assets;
(c) the paying, delivery, conveyance, surrender or transfer of
money, property, books or papers to the liquidator;

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(d) the making of calls and the adjusting of the rights of

contributories; and
(e) the fixing of a time within which debts and claims must be
proved,
to be exercised or performed by the liquidator as an officer of the
Court and subject to the control of the Court, but the liquidator shall
not, without the special leave of the Court, rectify the register of
members and shall not make any call without either the special leave
of the Court or the sanction of the committee of inspection.

Powers of Court cumulative

289.—(1) Any powers by this Act conferred on the Court shall be in
addition to, and not in derogation of, any existing powers of
instituting proceedings against any contributory or debtor of the
company or the estate of any contributory or debtor for the recovery
of any call or other sums.
(2) Subject to the Rules, an appeal from any order or decision made
or given in the winding up of a company shall lie in the same manner
and subject to the same conditions as an appeal from any order or
decision of the Court in cases within its ordinary jurisdiction.

Division 3 — Voluntary winding up

Subdivision (1) — Introductory
Circumstances in which company may be wound up
voluntarily
290.—(1) A company may be wound up voluntarily —
(a) when the period, if any, fixed for the duration of the
company by the constitution expires or the event, if any,
happens, on the occurrence of which the constitution
provides that the company is to be dissolved and the
company in general meeting has passed a resolution
requiring the company to be wound up voluntarily; or
[Act 36 of 2014 wef 03/01/2016]

(b) if the company so resolves by special resolution.

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(2) A company shall —
(a) within 7 days after the passing of a resolution for voluntary
winding up, lodge a copy of the resolution with the
Registrar; and
(b) within 10 days after the passing of the resolution, give
notice of the resolution in one or more newspapers
circulating in Singapore.
[12/2002]

(3) If the company fails to comply with subsection (2), 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
$1,000 and also to a default penalty.
[15/84]

Provisional liquidator
291.—(1) Where the directors of a company have made a statutory
declaration in the prescribed form which has been lodged with the
Official Receiver and have lodged a declaration in the prescribed
form with the Registrar —
(a) that the company cannot by reason of its liabilities continue
its business; and
(b) that meetings of the company and of its creditors have been
summoned for a date within one month of the date of the
declaration,
the directors shall immediately appoint an approved liquidator to be
the provisional liquidator.
[12/2002]

(2) A provisional liquidator shall have and may exercise all the
functions and powers of a liquidator in a creditors’ winding up subject
to such limitations and restrictions as may be prescribed by the Rules.
(3) The appointment of a provisional liquidator under this section
shall continue for one month from the date of his appointment or for
such further period as the Official Receiver may allow in any
particular case or until the appointment of a liquidator, whichever
first occurs.

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(4) Notice of the appointment of a provisional liquidator under this

section together with a copy of the declaration lodged with the
Official Receiver shall be advertised within 14 days of the
appointment of the provisional liquidator in at least 4 local daily
newspapers, one each published in the English, Malay, Chinese and
Tamil languages.
[12/2002]

(5) A provisional liquidator shall be entitled to receive such salary

or remuneration by way of percentage or otherwise as is prescribed.

Commencement of voluntary winding up

(6) A voluntary winding up shall commence —
(a) where a provisional liquidator has been appointed before
the resolution for voluntary winding up was passed, at the
time when the declaration referred to in subsection (1) was
lodged with the Registrar; and
(b) in any other case, at the time of the passing of the
resolution for voluntary winding up.

Effect of voluntary winding up

292.—(1) The company shall from the commencement of the
winding up cease to carry on its business, except so far as is in the
opinion of the liquidator required for the beneficial winding up
thereof, but the corporate state and corporate powers of the company
shall, notwithstanding anything to the contrary in its constitution,
continue until it is dissolved.
[Act 36 of 2014 wef 03/01/2016]

(2) Any transfer of shares, not being a transfer made to or with the
sanction of the liquidator, and any alteration in the status of the
members made after the commencement of the winding up, shall be
void.

Declaration of solvency
293.—(1) Where it is proposed to wind up a company voluntarily,
the directors of the company, or in the case of a company having more
than 2 directors, the majority of the directors shall, in the case of a

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members’ voluntary winding up before the date on which the notices
of the meeting at which the resolution for the winding up of the
company is to be proposed are sent out, make a declaration to the
effect that they have made an inquiry into the affairs of the company,
and that, at a meeting of directors, have formed the opinion that the
company will be able to pay its debts in full within a period not
exceeding 12 months after the commencement of the winding up.
[13/87; 12/2002]

(2) There shall be attached to the declaration a statement of affairs

of the company showing, in the prescribed form —
(a) the assets of the company and the total amount expected to
be realised therefrom;
(b) the liabilities of the company; and
(c) the estimated expenses of winding up,
made up to the latest practicable date before the making of the
declaration.
(3) A declaration so made shall have no effect for the purposes of
this Act unless it is —
(a) made at the meeting of directors referred to in
subsection (1);
(b) made within 5 weeks immediately preceding the passing of
the resolution for voluntary winding up; and
(c) lodged with the Registrar before the date on which the
notices of the meeting at which the resolution for the
winding up of the company is to be proposed are sent out.
(4) A director, who makes a declaration under this section without
having reasonable grounds for the opinion that the company will be
able to pay its debts in full within the period stated in the declaration,
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.
[15/84]

(5) If the company is wound up in pursuance of a resolution for

voluntary winding up passed within a period of 5 weeks after the

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making of the declaration, but its debts are not paid or provided for in
full within the period stated in the declaration, it shall be presumed
until the contrary is shown that the director did not have reasonable
grounds for his opinion.

Subdivision (2) — Provisions applicable only

to members’ voluntary winding up
Liquidator
294.—(1) The company in general meeting shall appoint one or
more liquidators for the purpose of winding up the affairs and
distributing the assets of the company and may fix the remuneration
to be paid to him or them.
(2) On the appointment of a liquidator, all the powers of the
directors shall cease except so far as the liquidator or the company in
general meeting with the consent of the liquidator approves the
continuance thereof.
(3) The company may, in general meeting convened by any
contributory by special resolution of which special notice has been
given to the creditors and the liquidators, remove any liquidator but
no such resolution shall be effective to remove a liquidator if the
Court, on the application of the liquidator or a creditor, has ordered
that the liquidator be not removed.
(4) If a vacancy occurs by death, resignation, removal or otherwise
in the office of a liquidator, the company in general meeting may fill
the vacancy by the appointment of a liquidator and fix the
remuneration to be paid to him, and for that purpose a general
meeting may be convened by any contributory, or if there were more
liquidators than one, by the continuing liquidators.
(5) The meeting shall be held in the manner provided by this Act or
by the constitution or in such manner as is, on application by any
contributory or by the continuing liquidators, determined by the
Court.
[Act 36 of 2014 wef 03/01/2016]

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Duty of liquidator to call creditors’ meeting in case of
insolvency
295.—(1) If the liquidator is at any time of the opinion that the
company will not be able to pay or provide for the payment of its
debts in full within the period stated in the declaration made under
section 293, he shall immediately summon a meeting of the creditors
and lay before the meeting a statement of the assets and liabilities of
the company and the notice summoning the meeting shall draw the
attention of the creditors to the right conferred upon them by
subsection (2).
(2) The creditors may, at the meeting summoned under
subsection (1), appoint some other person to be the liquidator for
the purpose of winding up the affairs and distributing the assets of the
company instead of the liquidator appointed by the company.
(3) If the creditors appoint some other person under subsection (2),
the winding up shall thereafter proceed as if the winding up were a
creditors’ voluntary winding up.
(4) Within 7 days after a meeting has been held pursuant to
subsection (1), the liquidator or if some other person has been
appointed by the creditors to be the liquidator, the person so
appointed shall lodge with the Registrar and with the Official
Receiver a notice in the prescribed form and if default is made in
complying with this subsection the liquidator or the person so
appointed, as the case requires, shall be guilty of an offence and shall
be liable on conviction to a fine not exceeding $800 and also to a
default penalty.
[15/84]

Alternative provisions as to annual meetings in case of

insolvency
(5) Where the liquidator has convened a meeting under
subsection (1) and the creditors do not appoint a liquidator instead
of the liquidator appointed by the company, the winding up shall
thereafter proceed as if the winding up were a creditors’ voluntary
winding up; but the liquidator shall not be required to summon an
annual meeting of creditors at the end of the first year from the

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commencement of the winding up if the meeting held under

subsection (1) was held less than 3 months before the end of that year.

Subdivision (3) — Provisions applicable only

to creditors’ voluntary winding up
Meeting of creditors
296.—(1) The company shall cause a meeting of the creditors of the
company to be summoned for the day, or the day next following the
day, on which there is to be held the meeting at which the resolution
for voluntary winding up is to be proposed, and shall cause the notices
of the meeting of creditors to be sent by post to the creditors
simultaneously with the sending of the notices of the meeting of the
company.
(2) The company shall convene the meeting at a time and place
convenient to the majority in value of the creditors and shall —
(a) give to the creditors at least 7 clear days’ notice by post of
the meeting; and
(b) send to each creditor with the notice, a statement showing
the names of all creditors and the amounts of their claims.
(3) The company shall cause notice of the meeting of the creditors
to be advertised at least 7 days before the date of the meeting in a
newspaper circulating in Singapore.
(4) The directors of the company shall —
(a) cause a full statement of the company’s affairs showing in
respect of assets the method and manner in which the
valuation of the assets was arrived at, together with a list of
the creditors and the estimated amount of their claims to be
laid before the meeting of creditors; and
(b) appoint one of their number to attend the meeting.
(5) The director so appointed and the secretary shall attend the
meeting and disclose to the meeting the company’s affairs and the
circumstances leading up to the proposed winding up.

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(6) The creditors may appoint one of their number or the director
appointed under subsection (4)(b) to preside at the meeting.
(7) The chairman shall at the meeting determine whether the
meeting has been held at a time and place convenient to the majority
in value of the creditors and his decision shall be final.
(8) If the chairman decides that the meeting has not been held at a
time and place convenient to that majority, the meeting shall lapse
and a further meeting shall be summoned by the company as soon as
is practicable.
(9) If the meeting of the company is adjourned and the resolution
for winding up is passed at an adjourned meeting, any resolution
passed at the meeting of the creditors shall have effect as if it had been
passed immediately after the passing of the resolution for winding up.
(10) If default is made in complying with this section, the company
and any 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.
[15/84]

Liquidator
297.—(1) The company shall, and the creditors may at their
respective meetings, nominate a person to be liquidator for the
purpose of winding up the affairs and distributing the assets of the
company, and if the creditors and the company nominate different
persons the person nominated by the creditors shall be liquidator, and
if no person is nominated by the creditors the person nominated by
the company shall be liquidator.
(2) Notwithstanding subsection (1), where different persons are
nominated any director, member or creditor may, within 7 days after
the date on which the nomination was made by the creditors, apply to
the Court for an order directing that the person nominated as
liquidator by the company shall be liquidator instead of or jointly with
the person nominated by the creditors.
(3) The committee of inspection, or if there is no such committee
the creditors, may fix the remuneration to be paid to the liquidator.

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(4) On the appointment of a liquidator all the powers of the

directors shall cease, except so far as the committee of inspection, or,
if there is no such committee, the creditors, approve the continuance
thereof.
(5) If a liquidator, other than a liquidator appointed by or by the
direction of the Court, dies, resigns or otherwise vacates the office,
the creditors may fill the vacancy and for the purpose of so doing a
meeting of the creditors may be summoned by any 2 of their number.

Committee of inspection
298.—(1) The creditors at the meeting summoned pursuant to
section 295 or 296 or at any subsequent meeting may, if they think fit,
appoint a committee of inspection consisting of not more than 5
persons, whether creditors or not and, if such a committee is
appointed, the company may, either at the meeting at which the
resolution for voluntary winding up is passed or at any time
subsequently in general meeting, appoint such number of persons
but not more than 5 as it thinks fit to act as members of the committee.
(2) Notwithstanding subsection (1), the creditors may, if they think
fit, resolve that all or any of the persons so appointed by the company
ought not to be members of the committee of inspection and, if the
creditors so resolve, the persons mentioned in the resolution shall not,
unless the Court otherwise directs, be qualified to act as members of
the committee, and on any application to the Court under this
subsection the Court may, if it thinks fit, appoint other persons to act
as such members in place of the persons mentioned in the resolution.
(3) Subject to this section and the rules made under this Act, the
provisions of Subdivision (3) of Division 2 relating to the
proceedings of and vacancies in committees of inspection shall
apply with respect to a committee of inspection appointed under this
section.

Property and proceedings

299.—(1) Any attachment, sequestration, distress or execution put
in force against the estate or effects of the company after the
commencement of a creditors’ voluntary winding up shall be void.

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(2) After the commencement of the winding up no action or
proceeding shall be proceeded with or commenced against the
company except by leave of the Court and subject to such terms as the
Court imposes.

Subdivision (4) — Provisions applicable to

every voluntary winding up
Distribution of property of company
300. Subject to the provisions of this Act as to preferential
payments, the property of a company shall, on its winding up, be
applied pari passu in satisfaction of its liabilities, and, subject to that
application, shall, unless the constitution otherwise provides, be
distributed among the members according to their rights and interests
in the company.
[Act 36 of 2014 wef 03/01/2016]

Appointment of liquidator
301. If from any cause there is no liquidator acting, the Court may
appoint a liquidator.

Removal of liquidator
302. The Court may, on cause shown, remove a liquidator and
appoint another liquidator.

Review of liquidator’s remuneration

303. Any member or creditor or the liquidator may at any time
before the dissolution of the company apply to the Court to review the
amount of the remuneration of the liquidator, and the decision of the
Court shall be final and conclusive.

Act of liquidator valid, etc.

304.—(1) The acts of a liquidator shall be valid notwithstanding
any defects that may afterwards be discovered in his appointment or
qualification.
(2) Any conveyance, assignment, transfer, mortgage, charge or
other disposition of a company’s property made by a liquidator shall,
notwithstanding any defect or irregularity affecting the validity of the

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winding up or the appointment of the liquidator be valid in favour of

any person taking such property bona fide and for value and without
notice of such defect or irregularity.
(3) Every person making or permitting any disposition of property
to any liquidator shall be protected and indemnified in so doing
notwithstanding any defect or irregularity affecting the validity of the
winding up or the appointment of the liquidator not then known to
that person.
(4) For the purposes of this section, a disposition of property shall
be taken as including a payment of money.

Powers and duties of liquidator

305.—(1) The liquidator may —
(a) in the case of a members’ voluntary winding up, with the
approval of a special resolution of the company and, in the
case of a creditors’ voluntary winding up, with the
approval of the Court or the committee of inspection,
exercise any of the powers given by section 272(1)(b), (c),
(d) and (e) to a liquidator in a winding up by the Court;
(b) exercise any of the other powers by this Act given to the
liquidator in a winding up by the Court;
(c) exercise the power of the Court under this Act of settling a
list of contributories, and the list of contributories shall be
prima facie evidence of the liability of the persons named
therein to be contributories;
(d) exercise the power of the Court of making calls; or
(e) summon general meetings of the company for the purpose
of obtaining the sanction of the company by special
resolution in respect of any matter or for any other purpose
he thinks fit.
(2) The liquidator shall pay the debts of the company and adjust the
rights of the contributories among themselves.
(3) When several liquidators are appointed, any power given by this
Act may be exercised by such one or more of them as is determined at

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2006 Ed. Companies CAP. 50 574
the time of their appointment, or in default of such determination by
any number not less than 2.

Power of liquidator to accept shares, etc., as consideration for

sale of property of company
306.—(1) Where it is proposed that the whole or part of the
business or property of a company (referred to in this section as the
company) be transferred or sold to another corporation (referred to in
this section as the corporation), the liquidator of the company may,
with the sanction of a special resolution of the company conferring
either a general authority on the liquidator or an authority in respect
of any particular arrangement, receive in compensation or part
compensation for the transfer or sale shares, debentures, policies or
other like interests in the corporation for distribution among the
members of the company, or may enter into any other arrangement
whereby the members of the company may, in lieu of receiving cash,
shares, debentures, policies or other like interests or in addition
thereto, participate in the profits of or receive any other benefit from
the corporation and any such transfer, sale or arrangement shall be
binding on the members of the company.
(2) If any member of the company expresses his dissent therefrom
in writing addressed to the liquidator and left at the registered office
of the liquidator within 7 days after the passing of the resolution, he
may require the liquidator either to abstain from carrying the
resolution into effect or to purchase his interest at a price to be
determined by agreement or by arbitration in the manner provided by
this section.
(3) If the liquidator elects to purchase the member’s interest, the
purchase money shall be paid before the company is dissolved and be
raised by the liquidator in such manner as is determined by special
resolution.
(4) A special resolution shall not be invalid for the purposes of this
section by reason that it is passed before or concurrently with a
resolution for voluntary winding up or for appointing liquidators, but
if an order for winding up the company by the Court is made within a
year after the passing of the resolution the resolution shall not be valid
unless sanctioned by the Court.

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(5) For the purposes of an arbitration under this section, the

Arbitration Act (Cap. 10) shall apply as if there were a submission for
reference to 2 arbitrators, one to be appointed by each party; and the
appointment of an arbitrator may be made under the hand of the
liquidator, or if there is more than one liquidator then under the hands
of any 2 or more of the liquidators; and the Court may give any
directions necessary for the initiation and conduct of the arbitration
and such direction shall be binding on the parties.
(6) In the case of a creditors’ voluntary winding up, the powers of
the liquidator under this section shall not be exercised except with the
approval of the Court or the committee of inspection.

Annual meeting of members and creditors

307.—(1) If the winding up continues for more than one year, the
liquidator shall summon a general meeting of the company in the case
of a members’ voluntary winding up, and of the company and the
creditors in the case of a creditors’ voluntary winding up, at the end of
the first year from the commencement of the winding up and of each
succeeding year or not more than 3 months thereafter, and shall lay
before the meeting an account of his acts and dealings and of the
conduct of the winding up during the preceding year.
(2) The liquidator shall cause the notices of the meeting of creditors
to be sent by post to the creditors simultaneously with the sending of
the notices of the meeting of the company.
(3) Every liquidator who fails to comply with this section 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.
[15/84]

Final meeting and dissolution

308.—(1) As soon as the affairs of the company are fully wound up,
the liquidator shall make up an account showing how the winding up
has been conducted and the property of the company has been
disposed of, and thereupon shall call a general meeting of the
company, or in the case of a creditors’ voluntary winding up a

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meeting of the company and the creditors, for the purpose of laying
before it the account and giving any explanation thereof.
(2) The meeting shall be called by advertisement published in at
least 4 local daily newspapers, one each in the English, Malay,
Chinese and Tamil languages which advertisement shall specify the
time, place and object of the meeting and shall be published at least
one month before the meeting, except that when a declaration is made
by the liquidator and filed with the Official Receiver that neither at
the date of commencement of the winding up nor since that date has
the company had trade creditors, the advertisement referred to in this
subsection need only be published in a newspaper circulating
generally throughout Singapore.
[15/84]

(3) The liquidator shall within 7 days after the meeting lodge with
the Registrar and the Official Receiver a return of the holding of the
meeting and of its date with a copy of the account attached to such
return, and if the return or copy of the account is not so lodged the
liquidator 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.
[15/84]

(4) The quorum at a meeting of the company shall be 2 and at a

meeting of the company and the creditors shall be 2 members and 2
creditors and if a quorum is not present at the meeting, the liquidator
shall in lieu of the return mentioned in subsection (3) lodge a return
(with account attached) that the meeting was duly summoned and that
no quorum was present thereat, and upon such a return being lodged
subsection (3) as to the lodging of the return shall be deemed to have
been complied with.
(5) On the expiration of 3 months after the lodging of the return
with the Registrar and with the Official Receiver, the company shall
be dissolved.
(6) Notwithstanding subsection (5), the Court may, on the
application of the liquidator or of any other person who appears to
the Court to be interested, make an order deferring the date at which
the dissolution of the company is to take effect for such time as the
Court thinks fit.

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(7) The person on whose application an order of the Court under

this section is made shall, within 14 days after the making of the
order, lodge with the Registrar and with the Official Receiver a copy
of the order and an office copy of the order, respectively, and if he
fails to do so he 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.
[15/84; 12/2002]

(8) If the liquidator fails to call a meeting as required by this

section, he 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.
[15/84]

Arrangement when binding on creditors

309.—(1) Any arrangement entered into between a company about
to be or in the course of being wound up and its creditors shall, subject
to the right of appeal under this section, be binding on the company if
sanctioned by a special resolution, and on the creditors if acceded to
by 75% in value and 50% in number of the creditors, every creditor
for under $50 being reckoned in value only.
(2) A creditor shall be accounted a creditor for value for such sum
as upon an account fairly stated, after allowing the value of security or
liens held by him and the amount of any debt or set-off owing by him
to the debtor, appears to be the balance due to him.
(3) Any dispute with regard to the value of any such security or lien
or the amount of such debt or set-off may be settled by the Court on
the application of the company, the liquidator or the creditor.
(4) Any creditor or contributory may within 3 weeks from the
completion of the arrangement appeal to the Court against it, and the
Court may thereupon, as it thinks just, amend, vary or confirm the
arrangement.

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Application to Court to have questions determined or powers
exercised
310.—(1) The liquidator or any contributory or creditor may apply
to the Court —
(a) to determine any question arising in the winding up of a
company; or
(b) to exercise all or any of the powers which the Court might
exercise if the company were being wound up by the Court.
(2) The Court, if satisfied that the determination of the question or
the exercise of power will be just and beneficial, may accede wholly
or partially to any such application on such terms and conditions as it
thinks fit or may make such other order on the application as it thinks
just.

Costs
311. All proper costs, charges and expenses of and incidental to the
winding up including the remuneration of the liquidator shall be
payable out of the assets of the company in priority to all other claims.

Limitation on right to wind up voluntarily

312. Where an application has been made to the Court to wind up a
company on the ground that it is unable to pay its debts the company
shall not, without the leave of the Court, resolve that it be wound up
voluntarily.
[42/2005]

Division 4 — Provisions applicable to

every mode of winding up
Subdivision (1) — General
Books to be kept by liquidator
313.—(1) Every liquidator shall keep proper books in which he
shall cause to be made entries or minutes of proceedings at meetings
and of such other matters as are prescribed, and any creditor or
contributory may, subject to the control of the Court, personally or by
his agent inspect them.

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Control of Court over liquidators

(2) The Court shall take cognizance of the conduct of liquidators,
and if a liquidator does not faithfully perform his duties and observe
the prescribed requirements or the requirements of the Court or if any
complaint is made to the Court by any creditor or contributory or by
the Official Receiver in regard thereto, the Court shall inquire into the
matter and take such action as it thinks fit.
(3) The Registrar or the Official Receiver may report to the Court
any matter which in his opinion is a misfeasance, neglect or omission
on the part of the liquidator and the Court may order the liquidator to
make good any loss which the estate of the company has sustained
thereby and make such other order as it thinks fit.
(4) The Court may at any time require any liquidator to answer any
inquiry in relation to the winding up and may examine him or any
other person on oath concerning the winding up and may direct an
investigation to be made of the books and vouchers of the liquidator.

Delivery of property to liquidator

(5) The Court may require any contributory, trustee, receiver,
banker, agent or officer of the company to pay, deliver, convey,
surrender or transfer to the liquidator or provisional liquidator
immediately or within such time as the Court directs any money,
property, books and papers in his hands to which the company is
prima facie entitled.

Powers of Official Receiver where no committee of inspection

314.—(1) Where a person other than the Official Receiver is the
liquidator and there is no committee of inspection, the Official
Receiver may, on the application of the liquidator, do any act or thing
or give any direction or permission which is by this Act authorised or
required to be done or given by the committee.
(2) Where the Official Receiver is the liquidator and there is no
committee of inspection, the Official Receiver may in his discretion
do any act or thing which is by this Act required to be done by, or
subject to any direction or permission given by, the committee.

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Appeal against decision of liquidator
315. Any person aggrieved by any act or decision of the liquidator
may apply to the Court which may confirm, reverse or modify the act
or decision complained of and make such order as it thinks just.

Notice of appointment and address of liquidator

316.—(1) A liquidator shall, within 14 days after his appointment,
lodge with the Registrar and with the Official Receiver notice in the
prescribed form of his appointment and of the situation of his office
and in the event of any change in the situation of his office shall
within 14 days after the change lodge with the Registrar and with the
Official Receiver notice in the prescribed form of the change.
(2) Service made by leaving any document at or sending it by post
addressed to the address of the office of the liquidator given in any
such notice lodged with the Registrar shall be deemed to be good
service upon the liquidator and upon the company.
(3) A liquidator shall, within 14 days after his resignation or
removal from office, lodge with the Registrar and with the Official
Receiver notice thereof in the prescribed form.
(4) If a liquidator fails to comply with this section, he 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.
[15/84]

Liquidator’s accounts
317.—(1) Every liquidator shall, within one month after the
expiration of a period of 6 months from the date of his
appointment and of every subsequent period of 6 months and in
any case within one month after he ceases to act as liquidator and
immediately after obtaining an order of release, lodge with the
Official Receiver in the prescribed form and verified by statutory
declaration an account of his receipts and payments and a statement
of the position in the winding up, and any liquidator who fails to do so
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.
[15/84; 12/2002]

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581 CAP. 50 Companies 2006 Ed.

(1A) The liquidator referred to in subsection (1) shall also lodge

with the Registrar a notice in the prescribed form of the matters
referred to in that subsection and, if he fails to do so, he 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.
[12/2002]

(2) The Official Receiver may cause the account of any liquidation
to be audited by a public accountant, and for the purpose of the audit
the liquidator shall furnish the public accountant with such vouchers
and information as he requires, and the public accountant may at any
time require the production of and inspect any books or accounts kept
by the liquidator.
[5/2004]

(3) A copy of the account or, if audited, a copy of the audited

account shall be kept by the liquidator and the copy shall be open to
the inspection of any creditor or of any person interested at the office
of the liquidator.
(4) The liquidator shall —
(a) give notice that the account has been made up to every
creditor and contributory when next forwarding any report,
notice of meeting, notice of call or dividend; and
(b) in such notice inform the creditors and contributories at
what address and between what hours the account may be
inspected.
(5) The costs of an audit under this section shall be fixed by the
Official Receiver and shall be part of the expenses of winding up.

Liquidator to make good defaults

318.—(1) If any liquidator who has made any default in lodging or
making any application, return, account or other document, or in
giving any notice which he is by law required to lodge, make or give,
fails to make good the default within 14 days after the service on him
of a notice requiring him to do so, the Court may, on the application of
any contributory or creditor of the company or the Official Receiver,
make an order directing the liquidator to make good the default within
such time as is specified in the order.

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(2) Any order made under subsection (1) may provide that all costs
of and incidental to the application shall be borne by the liquidator.
(3) Nothing in subsection (1) shall prejudice the operation of any
written law imposing penalties on a liquidator in respect of any such
default.

Notification that a company is in liquidation

319.—(1) Where a company is being wound up every invoice,
order for goods or business letter issued by or on behalf of the
company or a liquidator of the company or a receiver or manager of
the property of the company, being a document on or in which the
name of the company appears, shall have the words “in liquidation”
added after the name of the company where it first appears therein.
(2) If default is made in complying with this section, the company,
and every officer of the company or liquidator and every receiver or
manager who knowingly and wilfully authorises or permits the
default, shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $400.
[15/84]

Books and papers of company and liquidator

320.—(1) Where a company is being wound up, all books and
papers of the company and of the liquidator that are relevant to the
affairs of the company at or subsequent to the commencement of the
winding up of the company shall, as between the contributories of the
company, be prima facie evidence of the truth of all matters
purporting to be therein recorded.
(2) When a company has been wound up the liquidator shall retain
the books and papers referred to in subsection (1) for a period of
5 years from the date of dissolution of the company and at the
expiration of that period may destroy them.
[9/2003]
[Act 15 of 2017 wef 31/03/2017]

(3) Notwithstanding subsection (2), when a company has been

wound up the books and papers referred to in subsection (1) may be

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destroyed within a period of 5 years after the dissolution of the

company —
(a) in the case of a winding up by the Court, in accordance
with the directions of the Court;
(b) [Deleted by Act 15 of 2017 wef 31/03/2017]
(c) [Deleted by Act 15 of 2017 wef 31/03/2017]
[Act 15 of 2017 wef 31/03/2017]

(4) No responsibility shall rest on the company or the liquidator by

reason of any such book or paper not being forthcoming to any person
claiming to be interested therein if such book or paper has been
destroyed in accordance with this section.
(5) Any person who fails to comply with subsection (2) shall be
guilty of an offence and shall be liable on conviction to a fine not
exceeding $2,000.
[15/84]

Investment of surplus funds on general account

321.—(1) Whenever the cash balance standing to the credit of any
company in liquidation is in excess of the amount which, in the
opinion of the committee of inspection, or, if there is no committee of
inspection, of the liquidator, is required for the time being to answer
demands in respect of the estate of the company, the liquidator, if so
directed in writing by the committee of inspection, or, if there is no
committee of inspection, the liquidator himself, may, unless the Court
on application by any creditor thinks fit to direct otherwise and so
orders, invest the sum or any part thereof in securities issued by the
Government of Singapore or of Malaysia or place it on deposit at
interest with any bank, and any interest received in respect thereof
shall form part of the assets of the company.
(2) Whenever any part of the money so invested is, in the opinion of
the committee of inspection, or, if there is no committee of inspection,
of the liquidator, required to answer any demands in respect of the
company’s estate, the committee of inspection may direct, or, if there
is no committee of inspection, the liquidator may arrange for the sale
or realisation of such part of those securities as is necessary.

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Unclaimed assets to be paid to Official Receiver
322.—(1) Where a liquidator has in his hands or under his
control —
(a) any unclaimed dividend or other moneys which have
remained unclaimed for more than 6 months from the date
when the dividend or other moneys became payable; or
(b) after making final distribution, any unclaimed or
undistributed moneys arising from the property of the
company,
he shall immediately pay those moneys to the Official Receiver to be
placed to the credit of the Companies Liquidation Account and shall
be entitled to the prescribed certificate of receipt for the moneys so
paid and that certificate shall be an effectual discharge to him in
respect thereof.
(2) The Court may, at any time on the application of the Official
Receiver, order any liquidator to submit to it an account of any
unclaimed or undistributed funds, dividends or other moneys in his
hands or under his control verified by affidavit and may direct an
audit thereof and may direct him to pay those moneys to the Official
Receiver to be placed to the credit of the Companies Liquidation
Account.
(3) The interest arising from the investment of the moneys standing
to the credit of the Companies Liquidation Account shall be paid into
the Consolidated Fund.
(4) For the purposes of this section, the Court may exercise all the
powers conferred by this Act with respect to the discovery and
realisation of the property of the company and the provisions of this
Act with respect thereto shall with such adaptations as are prescribed
apply to proceedings under this section.
(5) This section shall not, except as expressly declared in this Act,
deprive any person of any other right or remedy to which he is entitled
against the liquidator or any other person.
(6) If any claimant makes any demand for any money placed to the
credit of the Companies Liquidation Account, the Official Receiver

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upon being satisfied that the claimant is the owner of the money shall
authorise payment thereof to be made to him out of that Account or, if
it has been paid into the Consolidated Fund, may authorise payment
of a like amount to be made to him out of moneys made available by
Parliament for the purpose.
(7) Any person dissatisfied with the decision of the Official
Receiver in respect of a claim made in pursuance of subsection (6)
may appeal to the Court which may confirm, disallow or vary the
decision.
(8) Where any unclaimed moneys paid to any claimant are
afterwards claimed by any other person, that other person shall not
be entitled to any payment out of the Companies Liquidation Account
or out of the Consolidated Fund but such person may have recourse
against the claimant to whom the unclaimed moneys have been paid.
(9) Any unclaimed moneys paid to the credit of the Companies
Liquidation Account to the extent to which the unclaimed moneys
have not been under this section paid out of that Account shall, on the
lapse of 7 years from the date of the payment of the moneys to the
credit of that Account, be paid into the Consolidated Fund.

Outstanding assets of company wound up on grounds of

national security or interest
322A. Notwithstanding any written law or rule of law to the
contrary, upon a company being wound up under section 254(1)(m)
on the ground that it is being used for purposes against national
security or interest, the Court may, on the application of the Minister,
order that any assets of the company remaining after payment of its
debts and liabilities and the costs, charges and expenses of the
winding up shall be paid into the Consolidated Fund.
[36/2000]

Expenses of winding up where assets insufficient

323.—(1) Unless expressly directed to do so by the Official
Receiver, a liquidator shall not be liable to incur any expense in
relation to the winding up of a company unless there are sufficient
available assets.

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(2) The Official Receiver may, on the application of a creditor or a
contributory, direct a liquidator to incur a particular expense on
condition that the creditor or contributory indemnifies the liquidator
in respect of the recovery of the amount expended and, if the Official
Receiver so directs, gives such security to secure the amount of the
indemnity as the Official Receiver thinks reasonable.

Resolutions passed at adjourned meetings of creditors and

contributories
324. Subject to section 296(9), where a resolution is passed at an
adjourned meeting of any creditors or contributories of a company,
the resolution shall for all purposes be treated as having been passed
on the date on which it was in fact passed and not on any earlier date.

Meetings to ascertain wishes of creditors or contributories

325.—(1) The Court may, as to all matters relating to the winding
up of a company, have regard to the wishes of the creditors or
contributories as proved to it by any sufficient evidence, and may if it
thinks fit for the purpose of ascertaining those wishes direct meetings
of the creditors or contributories to be called, held and conducted in
such manner as the Court directs, and may appoint a person to act as
chairman of any such meeting and to report the result thereof to the
Court.
(2) In the case of creditors, regard shall be had to the value of each
creditor’s debt.
(3) In the case of contributories, regard shall be had to the number
of votes conferred on each contributory by this Act or the
constitution.
[Act 36 of 2014 wef 03/01/2016]

Special commission for receiving evidence

326.—(1) District Judges shall be commissioners for the purpose of
taking evidence under this Part, and the Court may refer the whole or
any part of the examination of any witnesses under this Part to any
person hereby appointed commissioner.
(2) Every commissioner shall, in addition to any powers which he
might lawfully exercise as a District Judge, have in the matter so

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587 CAP. 50 Companies 2006 Ed.

referred to him the same powers as the Court of summoning and

examining witnesses, of requiring the production or delivery of
documents, of punishing defaults by witnesses and of allowing costs
and expenses to witnesses.
(3) Unless otherwise ordered by the Court the taking of evidence by
commissioners shall be in open court and shall be open to the public.
(4) The examination so taken shall be returned or reported to the
Court in such manner as the Court directs.

Subdivision (2) — Proof and ranking of claims

Proof of debts
327.—(1) In every winding up (subject in the case of insolvent
companies to the application in accordance with the provisions of this
Act of the law of bankruptcy) all debts payable on a contingency, and
all claims against the company, present or future, certain or
contingent, ascertained or sounding only in damages, shall be
admissible to proof against the company, a just estimate being
made, so far as possible, of the value of such debts or claims as are
subject to any contingency or sound only in damages, or for some
other reason do not bear a certain value.
(2) Subject to section 328, in the winding up of an insolvent
company the same rules shall prevail and be observed with regard to
the respective rights of secured and unsecured creditors and debts
provable and the valuation of annuities and future and contingent
liabilities as are in force for the time being under the law relating to
bankruptcy in relation to the estates of bankrupt persons, and all
persons, who in any such case would be entitled to prove for and
receive dividends out of the assets of the company, may come in
under the winding up and make such claims against the company as
they respectively are entitled to by virtue of this section.

Priorities
328.—(1) Subject to the provisions of this Act, in a winding up
there shall be paid in priority to all other unsecured debts —

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2006 Ed. Companies CAP. 50 588
(a) firstly, the costs and expenses of the winding up including
the taxed costs of the applicant for the winding up order
payable under section 256, the remuneration of the
liquidator and the costs of any audit carried out pursuant
to section 317;
(b) secondly, subject to subsection (2), all wages or salary
(whether or not earned wholly or in part by way of
commission) including any amount payable by way of
allowance or reimbursement under any contract of
employment or award or agreement regulating conditions
of employment of any employee;
(c) thirdly, subject to subsection (2), the amount due to an
employee as a retrenchment benefit or ex gratia payment
under any contract of employment or award or agreement
that regulates conditions of employment whether such
amount becomes payable before, on or after the
commencement of the winding up;
(d) fourthly, all amounts due in respect of work injury
compensation under the Work Injury Compensation Act
(Cap. 354) accrued before, on or after the commencement
of the winding up;
[5/2008 wef 01/04/2008]

(e) fifthly, all amounts due in respect of contributions payable

during the 12 months next before, on or after the
commencement of the winding up by the company as the
employer of any person under any written law relating to
employees’ superannuation or provident funds or under
any scheme of superannuation which is an approved
scheme under the law relating to income tax;
(f) sixthly, all remuneration payable to any employee in
respect of vacation leave, or in the case of his death to any
other person in his right, accrued in respect of any period
before, on or after the commencement of the winding up;
and
(g) seventhly, the amount of all tax assessed and all goods and
services tax due under any written law before the

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589 CAP. 50 Companies 2006 Ed.

commencement of the winding up or assessed at any time

before the time fixed for the proving of debts has expired.
[15/84; 13/87; 22/93; 31/93; 42/2005]

(2) The amount payable under subsection (1)(b) and (c) shall not
exceed such amount as may be prescribed by the Minister by order
published in the Gazette.
[Act 36 of 2014 wef 01/07/2015]

(2A) [Deleted by Act 36 of 2014 wef 01/07/2015]

(2B) For the purposes of —
(a) subsection (1)(b) and (c) —
“employee” means a person who has entered into or works under
a contract of service with an employer and includes a
subcontractor of labour;
“wages or salary” shall be deemed to include —
(i) all arrears of money due to a subcontractor of labour;
(ii) any amount payable to an employee on account of
wages or salary during a period of notice of
termination of employment or in lieu of notice of
such termination, as the case may be, whether such
amount becomes payable before, on or after the
commencement of the winding up; and
(iii) any amount payable to an employee, on termination
of his employment, as a gratuity under any contract of
employment, or under any award or agreement that
regulates conditions of employment whether such
amount becomes payable before, on or after the
commencement of the winding up;
(b) subsection (1)(c) —
“ex gratia payment” means the amount payable to an employee
on the winding up of a company or on the termination of his
service by his employer on the ground of redundancy or by
reason of any re-organisation of the employer, profession,
business, trade or work, and “the amount payable to an
employee” for these purposes means the amount stipulated in

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2006 Ed. Companies CAP. 50 590
any contract of employment, award or agreement, as the case
may be;
“retrenchment benefit” means the amount payable to an
employee on the winding up of a company or on the
termination of his service by his employer on the ground of
redundancy or by reason of any re-organisation of the
employer, profession, business, trade or work, and “the
amount payable to an employee” for these purposes means
the amount stipulated in any contract of employment, award
or agreement, as the case may be, or if no amount is stipulated
therein, such amount as is stipulated by the Commissioner for
Labour or by an Employment Claims Tribunal constituted
under section 4 of the State Courts Act (Cap. 321).
[22/93]
[Act 21 of 2016 wef 01/04/2017]

(3) The debts in each class, specified in subsection (1), shall rank in
the order therein specified but as between debts of the same class
shall rank equally between themselves, and shall be paid in full,
unless the property of the company is insufficient to meet them, in
which case they shall abate in equal proportions between themselves.
(4) Where any payment has been made to any employee of the
company on account of wages, salary or vacation leave out of money
advanced by a person for that purpose, the person by whom the
money was advanced shall, in a winding up, have a right of priority in
respect of the money so advanced and paid, up to the amount by
which the sum in respect of which the employee would have been
entitled to priority in the winding up has been diminished by reason of
the payment, and shall have the same right of priority in respect of
that amount as the employee would have had if the payment had not
been made.
(5) So far as the assets of the company available for payment of
general creditors are insufficient to meet any preferential debts
specified in subsection (1)(a), (b), (c), (e) and (f) and any amount
payable in priority by virtue of subsection (4), those debts shall have
priority over the claims of the holders of debentures under any
floating charge created by the company (which charge, as created,

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591 CAP. 50 Companies 2006 Ed.

was a floating charge), and shall be paid accordingly out of any

property comprised in or subject to that charge.
[22/93]

(6) Where the company is under a contract of insurance (entered

into before the commencement of the winding up) insured against
liability to third parties, then if any such liability is incurred by the
company (either before or after the commencement of the winding
up) and an amount in respect of that liability is or has been received
by the company or the liquidator from the insurer the amount shall,
after deducting any expenses of or incidental to getting in such
amount, be paid by the liquidator to the third party in respect of whom
the liability was incurred to the extent necessary to discharge that
liability or any part of that liability remaining undischarged in priority
to all payments in respect of the debts referred to in subsection (1).
(7) If the liability of the insurer to the company is less than the
liability of the company to the third party, nothing in subsection (6)
shall limit the rights of the third party in respect of the balance.
(8) Subsections (6) and (7) shall have effect notwithstanding any
agreement to the contrary entered into after 29th December 1967.
[S 258/67]

(9) Notwithstanding anything in subsection (1) —

(a) paragraph (d) of that subsection shall not apply in relation
to the winding up of a company in any case where the
company is being wound up voluntarily merely for the
purpose of reconstruction or of amalgamation with another
company and the right to the compensation has on the
reconstruction or amalgamation been preserved to the
person entitled thereto, or where the company has entered
into a contract with an insurer in respect of any liability
under any law relating to work injury compensation; and
[5/2008 wef 01/04/2008]

(b) where a company has given security for the payment or

repayment of any amount to which paragraph (g) of that
subsection relates, that paragraph shall apply only in
relation to the balance of any such amount remaining due

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2006 Ed. Companies CAP. 50 592
after deducting therefrom the net amount realised from
such security.
[22/93]

(10) Where in any winding up assets have been recovered under an

indemnity for costs of litigation given by certain creditors, or have
been protected or preserved by the payment of moneys or the giving
of indemnity by creditors, or where expenses in relation to which a
creditor has indemnified a liquidator have been recovered, the Court
may make such order as it thinks just with respect to the distribution
of those assets and the amount of those expenses so recovered with a
view to giving those creditors an advantage over others in
consideration of the risks run by them in so doing.

Subdivision (3) — Effect on other transactions

Undue preference
329.—(1) Subject to this Act and such modifications as may be
prescribed, any transfer, mortgage, delivery of goods, payment,
execution or other act relating to property made or done by or against
a company which, had it been made or done by or against an
individual, would in his bankruptcy be void or voidable under
section 98, 99 or 103 of the Bankruptcy Act (Cap. 20) (read with
sections 100, 101 and 102 thereof) shall in the event of the company
being wound up be void or voidable in like manner.
[15/95]

(2) For the purposes of this section, the date which corresponds
with the date of making of the application for a bankruptcy order in
the case of an individual shall be —
(a) in the case of a winding up by the Court —
(i) the date of the making of the winding up application;
or
(ii) where before the making of the winding up
application a resolution has been passed by the
company for voluntary winding up, the date upon
which the resolution to wind up the company
voluntarily is passed,

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593 CAP. 50 Companies 2006 Ed.

whichever is the earlier; and

(b) in the case of a voluntary winding up, the date upon which
the winding up is deemed by this Act to have commenced.
[42/2005]

(3) Any transfer or assignment by a company of all its property to

trustees for the benefit of all its creditors shall be void.

Effect of floating charge

330. A floating charge on the undertaking or property of the
company created within 6 months of the commencement of the
winding up shall, unless it is proved that the company immediately
after the creation of the charge was solvent, be invalid except to the
amount of any cash paid to the company at the time of or
subsequently to the creation of and in consideration for the charge
together with interest on that amount at the rate of 5% per annum.

Liquidator’s right to recover in respect of certain sales to or by

company
331.—(1) Where any property, business or undertaking has been
acquired by a company for a cash consideration within a period of 2
years before the commencement of the winding up of the company —
(a) from a person who was at the time of the acquisition a
director of the company; or
(b) from a company of which, at the time of the acquisition, a
person was a director who was also a director of the first-
mentioned company,
the liquidator may recover from the person or company from which
the property, business or undertaking was acquired any amount by
which the cash consideration for the acquisition exceeded the value of
the property, business or undertaking at the time of its acquisition.
(2) Where any property, business or undertaking has been sold by a
company for a cash consideration within a period of 2 years before
the commencement of the winding up of the company —
(a) to a person who was at the time of the sale a director of the
company; or

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2006 Ed. Companies CAP. 50 594
(b) to a company of which at the time of the sale a person was a
director who was also a director of the company first-
mentioned in this subsection,
the liquidator may recover from the person or company to which the
property, business or undertaking was sold any amount by which the
value of the property, business or undertaking at the time of the sale
exceeded the cash consideration.
(3) For the purposes of this section, the value of the property,
business or undertaking includes the value of any goodwill or profits
which might have been made from the business or undertaking or
similar considerations.
(4) In this section “cash consideration”, in relation to an acquisition
or sale by a company, means consideration for such acquisition or
sale payable otherwise than by the issue of shares in the company.

Disclaimer of onerous property

332.—(1) Where any part of the property of a company consists
of —
(a) any estate or interest in land which is burdened with
onerous covenants;
(b) shares in corporations;
(c) unprofitable contracts; or
(d) any other property that is unsaleable, or not readily
saleable, by reason of its binding the possessor thereof to
the performance of any onerous act, or to the payment of
any sum of money,
the liquidator of the company, notwithstanding that he has
endeavoured to sell or has taken possession of the property or
exercised any act of ownership in relation thereto, may, with the leave
of the Court or the committee of inspection and, subject to this
section, by writing signed by him, at any time within 12 months after
the commencement of the winding up or such extended period as is
allowed by the Court, disclaim the property; but where any such
property has not come to the knowledge of the liquidator within one
month after the commencement of the winding up, the power of

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595 CAP. 50 Companies 2006 Ed.

disclaiming may be exercised at any time within 12 months after he

has become aware thereof or such extended period as is allowed by
the Court.
(2) The disclaimer shall operate to determine, as from the date of
disclaimer, the rights, interest and liabilities of the company and the
property of the company in or in respect of the property disclaimed,
but shall not, except so far as is necessary for the purpose of releasing
the company and the property of the company from liability, affect
the rights or liabilities of any other person.
(3) The Court or the committee before or on granting leave to
disclaim may require such notices to be given to persons interested,
and impose such terms as a condition of granting leave, and make
such other order in the matter as the Court or committee thinks just.
(4) The liquidator shall not be entitled to disclaim if an application
in writing has been made to him by any person interested in the
property requiring him to decide whether he will or will not disclaim,
and the liquidator has not, within a period of 28 days after the receipt
of the application or such further period as is allowed by the Court or
the committee, given notice to the applicant that he intends to apply to
the Court or the committee for leave to disclaim, and, in the case of a
contract, if the liquidator after such an application in writing does not
within that period or further period disclaim the contract the
liquidator shall be deemed to have adopted it.
(5) The Court may, on the application of a person who is, as against
the liquidator, entitled to the benefit or subject to the burden of a
contract made with the company, make an order rescinding the
contract on such terms as to payment by or to either party of damages
for the non-performance of the contract, or otherwise as the Court
thinks just, and any damages payable under the order to that person
may be proved by him as a debt in the winding up.
(6) The Court may, on the application of a person who either claims
any interest in any disclaimed property or is under any liability not
discharged by this Act in respect of any disclaimed property and on
hearing such persons as it thinks fit, make an order for the vesting of
the property in or the delivery of the property to any person entitled
thereto, or to whom it seems just that the property should be delivered

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2006 Ed. Companies CAP. 50 596
by way of compensation for such liability as aforesaid, or a trustee for
him, and on such terms as the Court thinks just, and on any such
vesting order being made and a copy thereof and an office copy
thereof being lodged with the Registrar and the Official Receiver,
respectively, and if the order relates to land with the appropriate
authority concerned with the recording or registration of dealings in
that land, as the case requires, the property comprised therein shall
vest accordingly in the person therein named in that behalf without
any further conveyance, transfer or assignment.
[12/2002]

(7) Notwithstanding anything in subsection (6), where the property

disclaimed is of a leasehold nature, the Court shall not make a vesting
order in favour of any person claiming under the company, whether as
under-lessee or as mortgagee, except upon the terms of making that
person —
(a) subject to the same liabilities and obligations as those to
which the company was subject under the lease in respect
of the property at the commencement of the winding up; or
(b) if the Court thinks fit, subject only to the same liabilities
and obligations as if the lease had been assigned to that
person at that date,
and in either event, if the case so requires, as if the lease had
comprised only the property comprised in the vesting order, and any
under-lessee or mortgagee declining to accept a vesting order upon
such terms shall be excluded from all interest in and security upon the
property, and, if there is no person claiming under the company who
is willing to accept an order upon such terms, the Court may vest the
estate and interest of the company in the property in any person liable
personally or in a representative character and either alone or jointly
with the company to perform the lessee’s covenants in the lease, freed
and discharged from all estates, incumbrances and interests created
therein by the company.
(8) Any person injured by the operation of a disclaimer under this
section shall be deemed to be a creditor of the company to the amount
of the injury, and may accordingly prove the amount as a debt in the
winding up.

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Interpretation
333. For the purposes of sections 334 and 335 —
“goods” includes all chattels personal;
“bailiff” includes any officer charged with the execution of a
writ or other process.

Restriction of rights of creditor as to execution or attachment

334.—(1) Where a creditor has issued execution against the goods
or land of a company or has attached any debt due to the company and
the company is subsequently wound up, he shall not be entitled to
retain the benefit of the execution or attachment against the liquidator
unless he has completed the execution or attachment before the date
of the commencement of the winding up, but —
(a) where any creditor has had notice of a meeting having been
called at which a resolution for voluntary winding up is to
be proposed, the date on which the creditor so had notice
shall for the purposes of this section be substituted for the
date of the commencement of the winding up;
(b) a person who purchases in good faith under a sale by the
bailiff any goods of a company on which an execution has
been levied shall in all cases acquire a good title to them
against the liquidator; and
(c) the rights conferred by this subsection on the liquidator
may be set aside by the Court in favour of the creditor to
such extent and subject to such terms as the Court thinks
fit.
(2) For the purposes of this section —
(a) an execution against goods is completed by seizure and
sale;
(b) an attachment of a debt is completed by receipt of the debt;
and
(c) an execution against land is completed by sale or, in the
case of an equitable interest, by the appointment of a
receiver.

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Duties of bailiff as to goods taken in execution
335.—(1) Subject to subsection (3), where any goods of a company
are taken in execution and, before the sale thereof or the completion
of the execution by the receipt or recovery of the full amount of the
levy, notice is served on the bailiff that a provisional liquidator has
been appointed or that a winding up order has been made or that a
resolution for voluntary winding up has been passed, the bailiff shall,
on being so required, deliver the goods and any money seized or
received in part satisfaction of the execution to the liquidator, but the
costs of the execution shall be a first charge on the goods or moneys
so delivered, and the liquidator may sell the goods, or a sufficient part
thereof, for the purpose of satisfying that charge.
(2) Subject to subsection (3), where under an execution in respect
of a judgment for a sum exceeding $100 the goods of a company are
sold or money is paid in order to avoid sale, the bailiff shall deduct the
costs of the execution from the proceeds of the sale or the money paid
and retain the balance of 14 days; and if within that time notice is
served on him of an application for the winding up of the company
having been made or of a meeting having been called at which there is
to be proposed a resolution for the voluntary winding up and an order
is made or a resolution is passed for the winding up, the bailiff shall
pay the balance to the liquidator who shall be entitled to retain it as
against the execution creditor.
[42/2005]

(3) The rights conferred by this section on the liquidator may be set
aside by the Court in favour of the creditor to such extent and subject
to such terms as the Court thinks fit.

Subdivision (4) — Offences

Offences by officers of companies in liquidation
336.—(1) Every person who, being a past or present officer or a
contributory of a company which is being wound up —
(a) does not to the best of his knowledge and belief fully and
truly disclose to the liquidator all the property movable and
immovable of the company, and how and to whom and for
what consideration and when the company disposed of any

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part thereof, except such part as has been disposed of in the

ordinary way of the business of the company;
(b) does not deliver up to the liquidator, or as he directs —
(i) all the movable and immovable property of the
company in his custody or under his control and
which he is required by law to deliver up; or
(ii) all books and papers in his custody or under his
control belonging to the company and which he is
required by law to deliver up;
(c) within 12 months next before the commencement of the
winding up or at any time thereafter —
(i) has concealed any part of the property of the
company to the value of $200 or upwards, or has
concealed any debt due to or from the company;
(ii) has fraudulently removed any part of the property of
the company to the value of $200 or upwards;
(iii) has concealed, destroyed, mutilated or falsified, or
has been privy to the concealment, destruction,
mutilation or falsification of, any book or paper
affecting or relating to the property or affairs of the
company;
(iv) has made or has been privy to the making of any false
entry in any book or paper affecting or relating to the
property or affairs of the company;
(v) has fraudulently parted with, altered or made any
omission in, or has been privy to fraudulent parting
with, altering or making any omission in, any
document affecting or relating to the property or
affairs of the company;
(vi) by any false representation or other fraud, has
obtained any property for or on behalf of the
company on credit which the company has not
subsequently paid for;

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(vii) has obtained on credit, for or on behalf of the
company, under the false pretence that the company
is carrying on its business, any property which the
company has not subsequently paid for; or
(viii) has pawned, pledged or disposed of any property of
the company which has been obtained on credit and
has not been paid for, unless such pawning, pledging
or disposing was in the ordinary way of the business
of the company;
(d) makes any material omission in any statement relating to
the affairs of the company;
(e) knowing or believing that a false debt has been proved by
any person fails for a period of one month to inform the
liquidator thereof;
(f) prevents the production of any book or paper affecting or
relating to the property or affairs of the company;
(g) within 12 months next before the commencement of the
winding up or at any time thereafter, has attempted to
account for any part of the property of the company by
fictitious losses or expenses; or
(h) within 12 months next before the commencement of the
winding up or at any time thereafter, has been guilty of any
false representation or other fraud for the purpose of
obtaining the consent of the creditors of the company or
any of them to an agreement with reference to the affairs of
the company or to the winding up,
shall be guilty of an offence and shall be liable on conviction to a fine
not exceeding $10,000 or to imprisonment for a term not exceeding 2
years.
[15/84; 13/87]

(2) It shall be a good defence to a charge under subsection (1)(a),

(b), (d) or subsection (1)(c)(i), (vii) or (viii) if the accused proves that
he had no intent to defraud, and to a charge under subsection (1)(f) or
subsection (1)(c)(iii) or (iv) if he proves that he had no intent to
conceal the state of affairs of the company or to defeat the law.

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(3) Where any person pawns, pledges or disposes of any property in

circumstances which amount to an offence under
subsection (1)(c)(viii), every person who takes in pawn or pledge
or otherwise receives the property knowing it to be pawned, pledged
or disposed of in those circumstances shall be guilty of an offence and
shall be liable on conviction to a fine not exceeding $10,000 or to
imprisonment for a term not exceeding 2 years.
[15/84]

Inducement to be appointed liquidator

337. Any person who gives or agrees or offers to give to any
member or creditor of a company any valuable consideration with a
view to securing his own appointment or nomination, or to securing
or preventing the appointment or nomination of some person other
than himself, as the company’s liquidator shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $2,000 or to
imprisonment for a term not exceeding 6 months.
[15/84]

Penalty for destruction, falsification, etc., of books

338. Every officer or contributory of any company being wound up
who destroys, mutilates, alters or falsifies any books, papers or
securities, or makes or is privy to the making of any false or
fraudulent entry in any register or book of account or document
belonging to the company with intent to defraud or deceive any
person shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $10,000 or to imprisonment for a term not
exceeding 2 years.
[15/84]

Liability where proper accounts not kept

339.—(1) If, on an investigation under any other Part or where a
company is wound up, it is shown that proper books of account were
not kept by the company throughout the period of 2 years
immediately preceding the commencement of the investigation or
winding up or the period between the incorporation of the company
and the commencement of the investigation or winding up
(whichever is the lesser) every officer who is in default shall,
unless he acted honestly and shows that, in the circumstances in
which the business of the company was carried on, the default was

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2006 Ed. Companies CAP. 50 602
excusable, 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.
[15/84]

(2) For the purposes of this section, proper books of account shall
be deemed not to have been kept in the case of any company if there
have not been kept such books or accounts as are necessary to exhibit
and explain the transactions and financial position of the trade or
business of the company, including books containing entries from day
to day in sufficient detail of all cash received and cash paid, and,
where the trade or business has involved dealings in goods,
statements of the annual stocktakings and (except in the case of
goods sold by way of ordinary retail trade) of all goods sold and
purchased, showing the goods and the buyers and sellers thereof in
sufficient detail to enable those goods and those buyers and sellers to
be identified or if such books or accounts have not been kept in such
manner as to enable them to be conveniently and properly audited,
whether or not the company has appointed an auditor.
(3) If, in the course of the winding up of a company or in any
proceedings against a company, it appears that an officer of the
company who was knowingly a party to the contracting of a debt had,
at the time the debt was contracted, no reasonable or probable ground
of expectation, after taking into consideration the other liabilities, if
any, of the company at the time of the company being able to pay the
debt, the officer shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $2,000 or to imprisonment for a
term not exceeding 3 months.
[15/84]

Responsibility for fraudulent trading

340.—(1) If, in the course of the winding up of a company or in any
proceedings against a company, it appears that any business of the
company has been carried on with intent to defraud creditors of the
company or creditors of any other person or for any fraudulent
purpose, the Court, on the application of the liquidator or any creditor
or contributory of the company, may, if it thinks proper to do so,
declare that any person who was knowingly a party to the carrying on
of the business in that manner shall be personally responsible,

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without any limitation of liability, for all or any of the debts or other
liabilities of the company as the Court directs.
(2) Where a person has been convicted of an offence under
section 339(3) in relation to the contracting of such a debt as is
referred to in that subsection, the Court, on the application of the
liquidator or any creditor or contributory of the company, may, if it
thinks proper to do so, declare that the person shall be personally
responsible without any limitation of liability for the payment of the
whole or any part of that debt.
(3) Where the Court makes any declaration pursuant to
subsection (1) or (2), it may give such further directions as it
thinks proper for the purpose of giving effect to that declaration, and
in particular may make provision for making the liability of any
person under the declaration a charge on any debt or obligation due
from the company to him, or on any charge or any interest in any
charge on any assets of the company held by or vested in him or any
corporation or person on his behalf, or any person claiming as
assignee from or through the person liable or any corporation or
person acting on his behalf, and may from time to time make such
further order as is necessary for the purpose of enforcing any charge
imposed under this subsection.
(4) For the purpose of subsection (3), “assignee” includes any
person to whom or in whose favour by the directions of the person
liable the debt, obligation or charge was created, issued or transferred
or the interest created, but does not include an assignee for valuable
consideration (not including consideration by way of marriage) given
in good faith and without notice of any of the matters on the ground of
which the declaration is made.
(5) Where any business of a company is carried on with the intent or
for the purpose mentioned in subsection (1), every person who was
knowingly a party to the carrying on of the business with that intent or
purpose shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $15,000 or to imprisonment for a term not
exceeding 7 years or to both.
[15/84]

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2006 Ed. Companies CAP. 50 604
(6) Subsection (5) shall apply to a company whether or not it has
been, or is in the course of being, wound up.
[15/84]

(7) This section shall have effect notwithstanding that the person
concerned is criminally liable apart from this section in respect of the
matters on the ground of which the declaration is made.
(8) On the hearing of an application under subsection (1) or (2), the
liquidator may himself give evidence or call witnesses.

Power of Court to assess damages against delinquent officers,

etc.
341.—(1) If, in the course of winding up, it appears that any person
who has taken part in the formation or promotion of the company or
any past or present liquidator or officer has misapplied or retained or
become liable or accountable for any money or property of the
company or been guilty of any misfeasance or breach of trust or duty
in relation to the company, the Court may on the application of the
liquidator or of any creditor or contributory examine into the conduct
of such person, liquidator or officer and compel him to repay or
restore the money or property or any part thereof with interest at such
rate as the Court thinks just, or to contribute such sum to the assets of
the company by way of compensation in respect of the
misapplication, retainer, misfeasance or breach of trust or duty as
the Court thinks just.
(2) This section shall extend and apply to and in respect of the
receipt of any money or property by any officer of the company
during the 2 years preceding the commencement of the winding up
whether by way of salary or otherwise appearing to the Court to be
unfair or unjust to other members of the company.
(3) This section shall have effect notwithstanding that the offence is
one for which the offender is criminally liable.

Prosecution of delinquent officers and members of company

342.—(1) If it appears to the Court, in the course of a winding up by
the Court, that any past or present officer, or any member, of the
company has been guilty of an offence in relation to the company for

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which he is criminally liable, the Court may, either on the application

of any person interested in the winding up or of its own motion, direct
the liquidator to prosecute the offender or to refer the matter to the
Minister.
(2) If it appears to the liquidator, in the course of a voluntary
winding up, that any past or present officer, or any member, of the
company has been guilty of any offence in relation to the company for
which he is criminally liable, he shall immediately report the matter
to the Minister and shall, in respect of information or documents in
his possession or under his control which relate to the matter in
question, furnish the Minister with such information and give to him
such access to and facilities for inspecting and taking copies of any
document as he may require.
(3) If it appears to the liquidator, in the course of any winding up,
that the company which is being wound up will be unable to pay its
unsecured creditors more than 50 cents in the dollar, the liquidator
shall immediately report the matter in writing to the Official Receiver
and shall furnish the Official Receiver with such information and give
to him such access to and facilities for inspecting and taking copies of
any document as the Official Receiver may require.
(4) Where any report is made under subsection (2) or (3), the
Minister may, if he thinks fit, investigate the matter and for the
purposes of such an investigation shall have all such powers of
investigating the affairs of the company as are provided by this Act in
the case of a winding up by the Court, but if it appears to him that the
case is not one in which proceedings ought to be taken by him he shall
inform the liquidator accordingly, and thereupon, subject to the
previous approval of the Court the liquidator may himself take
proceedings against the offender.
[13/87]

(5) If it appears to the Court, in the course of a voluntary winding

up, that any past or present officer, or any member, of the company
has been guilty as aforesaid and that no report with respect to the
matter has been made by the liquidator to the Minister, the Court may,
on the application of any person interested in the winding up or of its
own motion, direct the liquidator to make such a report, and on a

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2006 Ed. Companies CAP. 50 606
report being made accordingly this section shall have effect as though
the report has been made in pursuance of subsection (2).
(6) If, where any matter is reported or referred to the Minister or the
Official Receiver under this section, he considers that the case is one
in which a prosecution ought to be instituted, he may institute
proceedings accordingly, and the liquidator and every officer and
agent of the company past and present, other than the defendant in the
proceedings, shall give the Minister or the Official Receiver all
assistance in connection with the prosecution which he is reasonably
able to give.
(7) For the purposes of subsection (6), “agent”, in relation to a
company, includes any banker or solicitor of the company and any
person employed by the company as auditor, whether or not an officer
of the company.
(8) If any person fails or neglects to give assistance in the manner
required by subsection (6), the Court may, on the application of the
Minister or the Official Receiver, direct that person to comply with
the requirements of that subsection, and where any application is
made under this subsection with respect to a liquidator the Court may,
unless it appears that the failure or neglect to comply was due to the
liquidator not having in his hands sufficient assets of the company to
enable him to do so, direct that the costs of the application shall be
borne by the liquidator personally.
(9) The Minister may direct that the whole or any part of any costs
and expenses properly incurred by the liquidator in proceedings
brought under this section shall be defrayed out of moneys provided
by Parliament.
(10) Subject to any direction given under subsection (9) and to any
charges on the assets of the company and any debts to which priority
is given by this Act, all such costs and expenses shall be payable out
of those assets as part of the costs of winding up.

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Subdivision (5) — Dissolution

Power of Court to declare dissolution of company void
343.—(1) Where a company has been dissolved, the Court may at
any time within 2 years after the date of dissolution, on application of
the liquidator of the company or of any other person who appears to
the Court to be interested, make an order upon such terms as the Court
thinks fit declaring the dissolution to have been void, and thereupon
such proceedings may be taken as might have been taken if the
company had not been dissolved.
(2) The person on whose application the order was made shall,
within 7 days after the making of the order or such further time as the
Court allows, lodge with the Registrar and with the Official Receiver
a copy of the order and an office copy of the order, respectively, and if
he fails to do so shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $1,000.
[15/84; 12/2002]

Power of Registrar to strike defunct company off register

344.—(1) Where the Registrar has reasonable cause to believe that
a company is not carrying on business or is not in operation, the
Registrar may send to the company, and its directors, secretaries and
members, a letter to that effect and stating that, if an answer showing
cause to the contrary is not received within 30 days after the date of
the letter, a notice will be published in the Gazette with a view to
striking the name of the company off the register.
[Act 36 of 2014 wef 03/01/2016]

(1A) Without prejudice to the generality of subsection (1), in

determining whether there is reasonable ground to believe that a
company is not carrying on business, the Registrar may have regard
to such circumstances as may be prescribed.
[Act 36 of 2014 wef 01/07/2015]

(2) Unless the Registrar receives an answer within one month from
the date of the letter to the effect that the company is carrying on
business or is in operation, he may publish in the Gazette and send to
the company by registered post a notice that at the expiration of
60 days after the date of that notice the name of the company
mentioned in that notice will unless cause is, in the form and manner

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2006 Ed. Companies CAP. 50 608
specified in section 344C, shown to the contrary be struck off the
register and the company will be dissolved.
[Act 36 of 2014 wef 03/01/2016]

(3) If in any case where a company is being wound up the Registrar

has reasonable cause to believe that —
(a) no liquidator is acting;
(b) the affairs of the company are fully wound up and for a
period of 6 months the liquidator has been in default in
lodging any return required to be made by him; or
(c) the affairs of the company have been fully wound up under
Division 2 and there are no assets or the assets available are
not sufficient to pay the costs of obtaining an order of the
Court dissolving the company,
he may publish in the Gazette and send to the company or the
liquidator, if any, a notice to the same effect as that referred to in
subsection (2).
(4) At the expiration of the time mentioned in the notice, the
Registrar may, unless cause to the contrary is previously shown,
strike the name of the company off the register, and shall publish
notice thereof in the Gazette, and on the publication in the Gazette of
the notice the company shall be dissolved; but —
(a) the liability, if any, of every officer and member of the
company shall continue and may be enforced as if the
company had not been dissolved; and
(b) nothing in this subsection shall affect the power of the
Court to wind up a company the name of which has been
struck off the register.
(5) If any person feels aggrieved by the name of the company
having been struck off the register, the Court, on an application made
by the person at any time within 6 years after the name of the
company has been so struck off may, if satisfied that the company
was, at the time of the striking off, carrying on business or in
operation or otherwise that it is just that the name of the company be
restored to the register, order the name of the company to be restored
to the register, and upon a copy of the order being lodged with the

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Registrar the company shall be deemed to have continued in

existence as if its name had not been struck off, and the Court may
by the order give such directions and make such provisions as seem
just for placing the company and all other persons in the same
position as nearly as may be as if the name of the company had not
been struck off.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(6) A notice to be sent under this section to a liquidator may be

addressed to the liquidator at his last known place of business, and a
letter or notice to be sent under this section to a company may be
addressed to the company at its registered office or, if no office has
been registered, to the care of some officer of the company, or, if there
is no officer of the company whose name and address are known to
the Registrar, may be sent to each of the persons who subscribed the
constitution of the company addressed to him at the address
mentioned in the constitution.
[Act 36 of 2014 wef 03/01/2016]
(7) The Registrar shall ensure that —
(a) such particulars of the company referred to in
subsection (1) and of his belief that the company is not
carrying on business or is not in operation, as he may
determine, is sent to —
(i) the Inland Revenue Authority of Singapore
established under the Inland Revenue Authority of
Singapore Act (Cap. 138A); and
(ii) the Central Provident Fund Board established under
the Central Provident Fund Act (Cap. 36); and
(b) the substance of the notices to be published in the Gazette
referred to in subsections (2), (3) and (4) is also published
on the Authority’s website.
[Act 36 of 2014 wef 03/01/2016]

Striking off on application by company

344A.—(1) The Registrar may, on the application by a company,
strike the company’s name off the register on such grounds and
subject to such conditions as may be prescribed.

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(2) An application under subsection (1) shall be made on the
company’s behalf by its directors or by a majority of them.
(3) Upon receipt of the application, the Registrar shall, if satisfied
that the grounds and conditions (if any) referred to in subsection (1)
have been satisfied, send to the company and its directors, secretaries
and members a letter informing them of the application and stating
that if an answer showing cause to the contrary (in the form and
manner referred to in section 344C) is not received within 30 days
after the date thereof a notice, details of which are set out in
subsection (4), will be published in the Gazette with a view to striking
the name of the company off the register.
(4) The Registrar may not strike a company’s name off the register
under this section until after the expiration of 60 days after the
publication by the Registrar in the Gazette of a notice —
(a) stating that the Registrar intends to exercise the power
under this section in relation to the company; and
(b) inviting any person to show cause why that should not be
done within such period as may be prescribed.
(5) If no person shows cause or sufficient cause within the period
referred to in subsection (4)(b) as to why the name of the company
should not be struck off the register, the Registrar shall strike off the
name of the company from the register and publish a notice in the
Gazette of the company’s name having been so struck off.
(6) On the publication of the notice in the Gazette under
subsection (5), the company is dissolved.
(7) Notwithstanding the dissolution of the company under
subsection (6) —
(a) the liability, if any, of every officer and member of the
company shall continue and may be enforced as if the
company had not been dissolved; and
(b) nothing in this section shall affect the power of the Court to
wind up a company the name of which has been struck off
the register.

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(8) The Registrar shall ensure that —

(a) such particulars of the company and of the application
referred to in subsection (1), as he may determine, is sent
to —
(i) the Inland Revenue Authority of Singapore
established under the Inland Revenue Authority of
Singapore Act (Cap. 138A); and
(ii) the Central Provident Fund Board established under
the Central Provident Fund Act (Cap. 36); and
(b) the substance of the notices to be published in the Gazette
referred to in subsections (4) and (5) is also published on
the Authority’s website.
(9) The Registrar may, for the purposes of this section, send notices
to the company by ordinary post or in such other prescribed manner.
[Act 36 of 2014 wef 03/01/2016]

Withdrawal of application
344B.—(1) The applicant or applicants may, by written notice to
the Registrar, withdraw an application to strike a company’s name off
the register under section 344A at any time before the name of the
company has been struck off the register.
(2) Upon receipt of the notice referred to in subsection (1), the
Registrar shall —
(a) send to the company by ordinary post a notice that the
application to strike the company’s name off the register
has been withdrawn; and
(b) publish a notice on the Authority’s website that the
application to strike the company’s name off the register
has been withdrawn.
[Act 36 of 2014 wef 03/01/2016]

Objections to striking off

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

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than the date specified in the notice, an objection to the striking off of
the name of the company from the register on the ground that there is
reasonable cause why the name of the company should not be so
struck off, including that the company does not satisfy any of the
prescribed grounds for striking off referred to in section 344(1) or
344A(1).
(2) An objection to the striking the name of the company off the
register referred to in subsection (1) shall be given to the Registrar by
notice in the prescribed form and manner.
(3) Upon receipt of a notice of objection, which is made in the
prescribed form and manner, within the time referred to in
subsection (1), the Registrar —
(a) shall where applicable, give the applicant or applicants for
striking the name of the company off the register notice of
the objection; and
(b) shall, in deciding whether to allow the objection, take into
account such considerations as may be prescribed.
[Act 36 of 2014 wef 03/01/2016]

Application for administrative restoration to register

344D.—(1) Subject to such conditions as may be prescribed, an
application may be made to the Registrar to restore to the register the
name of a company whose name has been struck off the register by
the Registrar under section 344, if no application has been or is being
made to the Court to restore the name of the company to the register
under section 344(5).
(2) An application under this section may be made whether or not
the company has in consequence been dissolved.
(3) An application under this section may only be made by a former
director or former member of the company.
(4) An application under this section is not valid unless the
application is received by the Registrar within 6 years after the
date on which the company is dissolved.
[Act 36 of 2014 wef 03/01/2016]

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Registrar’s decision on application for administrative

restoration
344E.—(1) The Registrar shall give notice to the applicant of the
decision on an application under section 344D.
(2) If the Registrar’s decision is that the name of the company
should be restored to the register —
(a) the restoration takes effect as from the date that notice is
sent; and
(b) the Registrar shall —
(i) enter in the register a note of the date on which the
restoration takes effect; and
(ii) cause notice of the restoration to be published in the
Gazette and on the Authority’s website.
(3) The notice under subsection (2)(b)(ii) shall state —
(a) the name of the company or, if the company is restored to
the register under a different name, that name and its
former name;
(b) the company’s registration number; and
(c) the date as on which the restoration of the name of the
company to the register takes effect.
(4) If the Registrar’s decision is that the name of the company
should not be restored to the register, the person who made the
application under section 344D or any other person aggrieved by the
decision of the Registrar may appeal to the Court.
(5) On an appeal made under subsection (4), the Court may —
(a) confirm the Registrar’s decision; or
(b) restore the name of the company to the register and give
such directions and make such orders as the Court is
empowered to give and make under section 344G(3).
[Act 36 of 2014 wef 03/01/2016]

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Registrar may restore company deregistered by mistake
344F.—(1) The Registrar may, on his own initiative, restore the
name of a company to the register if he is satisfied that the name of the
company has been struck off the register and the company is
dissolved under section 344 or 344A as a result of a mistake of the
Registrar.
(2) In subsection (1), a reference to a mistake of the Registrar
excludes a mistake that is made on the basis of wrong, false or
misleading information given by the applicant in connection with the
application for striking the name of the company off the register
under section 344A.
(3) The Registrar may restore the name of a company to the register
by publishing in the Gazette and on the Authority’s website a notice
declaring the restoration, and the restoration takes effect on the date
of publication of the notice.
[Act 36 of 2014 wef 03/01/2016]

Effect of restoration
344G.—(1) If the name of a company is restored to the register
under section 344E(2) or 344F, or on appeal to the Court under
section 344E(5), the company is to be regarded as having continued
in existence as if its name had not been struck off the register.
(2) The company and its directors are not liable to a penalty under
section 204 for a financial year in relation to which the period for
filing its financial statements and other related statements ended —
(a) after the date of dissolution or striking off; and
(b) before the restoration of the name of the company to the
register.
(3) On the application by any person, the Court may give such
directions and make such orders, as it seems just for placing the
company and all other persons in the same position (as nearly as may
be) as if the company had not been dissolved or its name had not been
struck off the register.

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(4) An application to the Court for such directions or orders may be

made any time within 3 years after the date of restoration of the name
of the company to the register.
[Act 36 of 2014 wef 03/01/2016]

Retention of books and papers upon striking off

344H.—(1) Where the name of a company has been struck off and
the company dissolved under section 344 or 344A, a person who was
an officer of the company immediately before the company was
dissolved must ensure that all books and papers of the company are
retained for a period of at least 5 years after the date on which the
company was dissolved.
(2) An officer of a company who fails to comply with subsection (1)
shall be guilty of an offence and shall be liable on conviction to a fine
not exceeding $2,000.
[Act 15 of 2017 wef 31/03/2017]

Official Receiver to act as representative of defunct company in

certain events
345.—(1) Where, after a company has been dissolved, it is proved
to the satisfaction of the Official Receiver —
(a) that the company, if still existing, would be legally or
equitably bound to carry out, complete or give effect to
some dealing, transaction or matter; and
(b) that in order to carry out, complete or give effect thereto
some purely administrative act, not discretionary, should
have been done by or on behalf of the company, or should
be done by or on behalf of the company, if still existing,
the Official Receiver may, as representing the company or its
liquidator under this section, do or cause to be done any such act.
(2) The Official Receiver may execute or sign any relevant
instrument or document adding a memorandum stating that he has
done so in pursuance of this section, and such execution or signature
shall have the same force, validity and effect as if the company if
existing had duly executed such instrument or document.

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Outstanding assets of defunct company to vest in Official
Receiver
346.—(1) Where, after a company has been dissolved, there
remains any outstanding property, movable or immovable,
including things in action and whether in or outside Singapore
which was vested in the company or to which it was entitled, or over
which it had a disposing power at the time it was so dissolved, but
which was not got in, realised upon or otherwise disposed of or dealt
with by the company or its liquidator, such property except called and
uncalled capital, shall, for the purposes of the following sections of
this Subdivision and notwithstanding any written law or rule of law to
the contrary, by the operation of this section, be and become vested in
the Official Receiver for all the estate and interest therein legal or
equitable of the company or its liquidator at the date the company was
dissolved, together with all claims, rights and remedies which the
company or its liquidator then had in respect thereof.
(2) Where any claim, right or remedy of the liquidator may under
this Act be made, exercised or availed of only with the approval or
concurrence of the Court or some other person, the Official Receiver
may for the purposes of this section make, exercise or avail himself of
that claim, right or remedy without such approval or concurrence.

Disposal of outstanding interests in property

347.—(1) Upon proof to the satisfaction of the Official Receiver
that there is vested in him by operation of section 346 or by operation
of any corresponding previous written law or of a law of a designated
country corresponding with section 354 any estate or interest in
property, whether solely or together with any other person, of a
beneficial nature and not merely held in trust, the Official Receiver
may sell or otherwise dispose of or deal with such estate or interest or
any part thereof as he sees fit.
(2) The Official Receiver may sell or otherwise dispose of or deal
with such property either solely or in concurrence with any other
person in such manner for such consideration by public auction,
public tender or private contract upon such terms and conditions as he
thinks fit, with power to rescind any contract and resell or otherwise
dispose of or deal with such property as he thinks expedient, and may

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make, execute, sign and give such contracts, instruments and

documents as he thinks necessary.
(3) The Official Receiver shall be remunerated by such
commission, whether by way of percentage or otherwise, as is
prescribed in respect of the exercise of the powers conferred upon
him by subsection (1).
(4) The moneys received by the Official Receiver in the exercise of
any of the powers conferred on him by this Subdivision shall be
applied in defraying all costs, expenses, commission and fees
incidental thereto and thereafter to any payment authorised by this
Subdivision and the surplus, if any, shall be dealt with as if they were
unclaimed moneys paid to the Official Receiver in pursuance of
section 322.

Liability of Official Receiver and Government as to property

vested in Official Receiver
348. Property vested in the Official Receiver by operation of this
Subdivision or by operation of any corresponding previous written
law shall be liable and subject to all charges, claims and liabilities
imposed thereon or affecting such property by reason of any statutory
provision as to rates, taxes, charges or any other matter or thing to
which such property would have been liable or subject had such
property continued in the possession, ownership or occupation of the
company; but there shall not be imposed on the Official Receiver or
the Government any duty, obligation or liability whatsoever to do or
suffer any act or thing required by any such statutory provision to be
done or suffered by the owner or occupier other than the satisfaction
or payment of any such charges, claims or liabilities out of the assets
of the company so far as they are in the opinion of the Official
Receiver properly available for and applicable to such payment.

Accounts and audit

349.—(1) The Official Receiver shall —
(a) record in a register a statement of any property coming to
his hand or under his control or to his knowledge vested in

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2006 Ed. Companies CAP. 50 618
him by operation of this Subdivision and of his dealings
therewith;
(b) keep accounts of all moneys arising therefrom and of how
they have been disposed of; and
(c) keep all accounts, vouchers, receipts and papers relating to
such property and moneys.
(2) The Auditor-General shall have all the powers in respect of such
accounts as are conferred upon him by any Act relating to audit of
public accounts.

Division 5 — Winding up of
unregistered companies
Definition of unregistered company
350.—(1) For the purposes of this Division, “unregistered
company” includes a foreign company and any partnership,
association or company consisting of more than 5 members but
does not include a company incorporated under this Act or under any
corresponding previous written law.

Provisions of Division cumulative

(2) This Division shall be in addition to, and not in derogation of,
any provisions contained in this or any other written law with respect
to the winding up of companies by the Court and the Court or the
liquidator may exercise any powers or do any act in the case of
unregistered companies which might be exercised or done by it or
him in winding up companies.

Winding up of unregistered companies

351.—(1) Subject to this Division, any unregistered company may
be wound up under this Part, which Part shall apply to an unregistered
company with the following adaptations:
(a) the principal place of business of such company in
Singapore shall for all the purposes of the winding up be
the registered office of the company;
(b) no such company shall be wound up voluntarily;

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(c) the circumstances in which the company may be wound up

are —
(i) if the company is dissolved or has ceased to have a
place of business in Singapore or has a place of
business in Singapore only for the purpose of
winding up its affairs or has ceased to carry on
business in Singapore;
(ii) if the company is unable to pay its debts;
(iii) if the Court is of opinion that it is just and equitable
that the company should be wound up;
[Act 15 of 2017 wef 23/05/2017]

(d) where the company is a foreign company, it may be wound

up only if it has a substantial connection with Singapore.
[Act 15 of 2017 wef 23/05/2017]

(2) An unregistered company shall be deemed to be unable to pay

its debts if —
(a) a creditor by assignment or otherwise to whom the
company is indebted in a sum exceeding $2,000 then
due has served on the company, by leaving at its principal
place of business in Singapore or by delivering to the
secretary or a director or chief executive officer or by
otherwise serving in such manner as the Court approves or
directs, a demand under his hand requiring the company to
pay the sum so due, and the company has for 3 weeks after
the service of the demand neglected to pay the sum or to
secure or compound for it to the satisfaction of the creditor;
[Act 36 of 2014 wef 03/01/2016]

(b) any action or other proceeding has been instituted against

any member for any debt or demand due or claimed to be
due from the company or from him in his character of
member, and, notice in writing of the institution of the
action or proceeding having been served on the company
by leaving it at its principal place of business in Singapore
or by delivering it to the secretary or a director or chief
executive officer or by otherwise serving it in such manner
as the Court approves or directs, the company has not

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within 10 days after service of the notice paid, secured or
compounded for the debt or demand or procured the action
or proceeding to be stayed or indemnified the defendant to
his reasonable satisfaction against the action or proceeding
and against all costs, damages and expenses to be incurred
by him by reason thereof;
[Act 36 of 2014 wef 03/01/2016]

(c) execution or other process issued on a judgment, decree or

order obtained in any court in favour of a creditor against
the company or any member thereof as such or any person
authorised to be sued as nominal defendant on behalf of the
company is returned unsatisfied; or
(d) it is otherwise proved to the satisfaction of the Court that
the company is unable to pay its debts.
(2A) For the purposes of subsection (1)(d), the Court may rely on
the presence of one or more of the following matters to support a
determination that a foreign company has a substantial connection
with Singapore:
(a) Singapore is the centre of main interests of the company;
(b) the company is carrying on business in Singapore or has a
place of business in Singapore;
(c) the company is a foreign company that is registered under
Division 2 of Part XI;
(d) the company has substantial assets in Singapore;
(e) the company has chosen Singapore law as the law
governing a loan or other transaction, or the law
governing the resolution of one or more disputes arising
out of or in connection with a loan or other transaction;
(f) the company has submitted to the jurisdiction of the Court
for the resolution of one or more disputes relating to a loan
or other transaction.
[Act 15 of 2017 wef 23/05/2017]

(3) A company incorporated outside Singapore may be wound up

as an unregistered company under this Division notwithstanding that
it is being wound up or has been dissolved or has otherwise ceased to

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exist as a company under the laws of the place under which it was
incorporated.
(4) In this section, “carrying on business” and “to carry on
business” have the same meaning as in section 366.
[Act 15 of 2017 wef 23/05/2017]

Contributories in winding up of unregistered company

352.—(1) On an unregistered company being wound up every
person shall be a contributory —
(a) who is liable to pay or contribute to the payment of —
(i) any debt or liability of the company;
(ii) any sum for the adjustment of the rights of the
members among themselves; or
(iii) the costs and expenses of winding up; or
(b) where the company has been dissolved in the place in
which it is formed or incorporated, who immediately
before the dissolution was so liable,
and every contributory shall be liable to contribute to the assets of the
company all sums due from him in respect of any such liability.
(2) On the death or bankruptcy of any contributory, the provisions
of this Act with respect to the personal representatives of deceased
contributories and the assignees and trustees of bankrupt
contributories respectively shall apply.

Power of Court to stay or restrain proceedings

353.—(1) The provisions of this Act with respect to staying and
restraining actions and proceedings against a company at any time
after the making of an application for winding up and before the
making of a winding up order shall, in the case of an unregistered
company where the application to stay or restrain is by a creditor,
extend to actions and proceedings against any contributory of the
company.
[42/2005]

(2) Where an order has been made for winding up an unregistered

company, no action or proceeding shall be proceeded with or

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commenced against any contributory of the company in respect of
any debt of the company except by leave of the Court and subject to
such terms as the Court imposes.

Outstanding assets of defunct unregistered company

354.—(1) Where an unregistered company the place of
incorporation or origin of which is in a designated country has
been dissolved and there remains in Singapore any outstanding
property, movable or immovable, including things in action which
was vested in the company or to which it was entitled or over which it
had a disposing power at the time it was dissolved, but which was not
got in, realised upon or otherwise disposed of or dealt with by the
company or its liquidator before the dissolution, the property, except
called and uncalled capital, shall, by the operation of this section, be
and become vested, for all the estate and interest therein legal or
equitable of the company or its liquidator at the date the company was
dissolved, in such person as is entitled thereto according to the law of
the place of incorporation or origin of the company.
(2) Where the place of origin of an unregistered company is
Singapore, sections 345 to 349 (both inclusive) shall with such
adaptations as may be necessary apply in respect of that company.
(3) Where it appears to the Minister that any law in force in any
other country contains provisions similar to this section, he may, by
notification in the Gazette, declare that other country to be a
designated country for the purposes of this section.

Division 6 — Adoption of UNCITRAL Model Law on Cross-Border

Insolvency
Interpretation of this Division
354A. In this Division, “Model Law” means the UNCITRAL
Model Law on Cross-Border Insolvency adopted by the United
Nations Commission on International Trade Law on 30 May 1997.
[Act 15 of 2017 wef 23/05/2017]

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Model Law to have force of law

354B.—(1) The Model Law (with certain modifications to adapt it
for application in Singapore) as set out in the Tenth Schedule has the
force of law in Singapore.
(2) In the interpretation of any provision of the Tenth Schedule, the
following documents are relevant documents for the purposes of
section 9A(3)(f) of the Interpretation Act (Cap. 1):
(a) any document relating to the Model Law that is issued by,
or that forms part of the record on the preparation of the
Model Law maintained by, the United Nations
Commission on International Trade Law and its working
group for the preparation of the Model Law;
(b) the Guide to Enactment of the UNCITRAL Model Law on
Cross-Border Insolvency (UN document A/CN.9/442).
(3) The Minister may, by notification in the Gazette, add to, vary or
amend the Tenth Schedule.
[Act 15 of 2017 wef 23/05/2017]

Interaction with Singapore insolvency law

354C.—(1) Singapore insolvency law applies with such
modifications as the context requires for the purpose of giving
effect to this Division and the Tenth Schedule.
(2) This Division and the Tenth Schedule do not derogate from the
operation of section 377(2), (3), (4), (4A) and (7).
(3) In this section, “Singapore insolvency law” has the same
meaning as in Article 2(k) of the Tenth Schedule.
[Act 15 of 2017 wef 23/05/2017]

PART XA
TRANSFER OF REGISTRATION
Foreign corporate entities to which this Part applies
355. This Part applies to a foreign corporate entity which intends to
be registered as a company limited by shares under this Act.

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Interpretation of this Part
356. In this Part, unless the context otherwise requires —
“date of registration”, in relation to a foreign corporate entity
that has applied to be registered as a company limited by
shares under this Part, means the date of registration of the
foreign corporate entity specified in the notice of transfer of
registration;
“foreign corporate entity” means a body corporate that is
incorporated outside Singapore;
“notice of transfer of registration” means the notice of transfer of
registration issued under section 359(3);
“place of incorporation” means, in the case of a foreign
corporate entity that had transferred its domicile after its
incorporation, the jurisdiction where the foreign corporate
entity is domiciled at the time it applies for registration;
“registration”, in relation to a foreign corporate entity that has
applied to be registered as a company limited by shares under
this Part, means registration by the Registrar under
section 359(1), and “register” and “registered” are to be
construed accordingly.

Names of companies to be registered under this Part

357.—(1) A foreign corporate entity which intends to be registered
as a company limited by shares under this Act must apply to reserve
the name of the intended company.
(2) Section 27 applies to and in respect of an application under
subsection (1) as if it were an application to reserve the name of an
intended company under that section.
(3) A foreign corporate entity must not be registered under
section 359(1) unless the name which it is proposed to be
registered has been reserved under section 27, as applied by
subsection (2).

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Application for registration

358.—(1) A foreign corporate entity may apply to the Registrar to
be registered as a company limited by shares under this Act.
(2) An application under subsection (1) —
(a) must be made in such form and manner, and contain such
particulars, as may be prescribed;
(b) must be accompanied by —
(i) a certified copy of the charter, statute, constitution or
memorandum or articles or other instrument
constituting or defining its constitution (if any), in
its place of incorporation;
(ii) the constitution by which the foreign corporate entity
proposes to be registered;
(iii) such other documents as may be prescribed; and
(iv) the prescribed fee.
(3) The Registrar may require an applicant to furnish to the
Registrar such further information or documents as the Registrar may
require.

Registration
359.—(1) Subject to section 360, upon compliance by the foreign
corporate entity with section 358, the Registrar may, if he thinks fit,
register the foreign corporate entity as a company limited by shares
by registering its constitution.
(2) The registration of the foreign corporate entity is subject to such
conditions that the Registrar may impose.
(3) Upon registration of the foreign corporate entity, the Registrar
must issue a notice of transfer of registration in the prescribed form
stating that the company is, on and from the date specified in the
notice —
(a) registered by way of transfer of registration under this Act;
(b) a company limited by shares; and

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(c) where applicable, a private company.
(4) A certificate of confirmation of registration must be issued by
the Registrar upon the application of the company.
(5) A notice of transfer of registration issued under subsection (3),
and a certificate of confirmation of registration issued under
subsection (4), is each conclusive evidence —
(a) that the foreign corporate entity is registered under this
section; and
(b) of the date of the company’s registration.
(6) A foreign corporate entity registered under this section must,
within 60 days after the issue of the notice of transfer of registration
under subsection (3), or such further period as may be extended under
subsection (7), submit to the Registrar a document evidencing that the
foreign corporate entity has been de-registered in its place of
incorporation.
(7) The Registrar may, on the application of the foreign corporate
entity registered under this section, extend the 60-day period
mentioned in subsection (6) subject to such conditions as the
Registrar considers fit.
(8) The Registrar may, at any time in the Registrar’s discretion,
waive or modify any condition imposed by the Registrar under
subsection (2).
(9) Any person aggrieved by —
(a) the refusal of the Registrar to register a foreign corporate
entity under subsection (1);
(b) any condition of registration imposed by the Registrar
under subsection (2); or
(c) the modification of any condition by the Registrar under
subsection (8),
may within 30 days after the date of the refusal to register, or the
imposition or modification of the condition, as the case may be,
appeal to the Minister whose decision is final.

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When registration must be refused

360.—(1) The Registrar must refuse to register a foreign corporate
entity if he is not satisfied that the minimum requirements prescribed
for registration have been met and that all other requirements for
registration have been complied with.
(2) The Registrar must refuse to register a foreign corporate entity if
he is satisfied that —
(a) the intended company is likely to be used for an unlawful
purpose or for purposes prejudicial to public peace, welfare
or good order in Singapore; or
(b) it would be contrary to national security or interest for the
intended company to be registered.
(3) Any person aggrieved by the decision of the Registrar under
subsection (1) or (2) may, within 30 days after the date of the
decision, appeal to the Minister whose decision is final.

Effect of registration
361.—(1) Starting on the date of registration specified in the notice
of transfer of registration —
(a) the foreign corporate entity is deemed to be a company as
defined in section 4(1) and all provisions of this Act
pertaining to companies apply with such adaptations,
exceptions and modifications as may be specified in
regulations; and
(b) if the foreign corporate entity was registered as a foreign
company under Division 2 of Part XI immediately before
that date, ceases to be so registered under Division 2 of that
Part.
(2) To avoid doubt, the registration of a foreign corporate entity
does not —
(a) create a new legal entity;
(b) prejudice or affect the identity of the body corporate
constituted by the foreign corporate entity or its continuity
as a body corporate;

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(c) affect the property, or the rights or obligations, of the
foreign corporate entity; or
(d) render defective any legal proceedings by or against the
foreign corporate entity,
and any legal proceedings that could have been continued or
commenced by or against the foreign corporate entity before its
registration may be continued or commenced by or against the
company after the registration.

Revocation of registration
362.—(1) The Registrar may by order revoke the registration of a
company if the company fails to comply with section 359(6).
(2) The Registrar must, before making an order of revocation —
(a) give the company notice in writing of the Registrar’s
intention to revoke the registration;
(b) specify in the notice a period of at least 30 days within
which the company may make written representations to
the Registrar; and
(c) consider the company’s written representations (if any)
that are received by the Registrar within the time specified
in the notice.
(3) At the expiration of the time mentioned in the notice mentioned
in subsection (2), the Registrar may, unless cause to the contrary is
previously shown, order that the registration of the company be
revoked.
(4) The Registrar must —
(a) cause a notice of the order of revocation to be published in
the Gazette; and
(b) serve a copy of the notice of the order of revocation on the
company which registration is revoked.
(5) Upon publication of the notice of the order of revocation in the
Gazette, the order of revocation takes effect and the company ceases

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to be a company as defined in section 4(1) and the provisions of this

Act cease to apply to the company.
(6) An order of revocation under subsection (3) is final.
(7) Despite the order of revocation in respect of a company under
subsection (3), the liability, if any, of every officer and member of the
company continues.
(8) Nothing in this section prejudices —
(a) the enforcement by any person of any right or claim against
the company; or
(b) the enforcement by the company of any right or claim
against any person.

Duty of company to register pre-existing charges

363.—(1) If, before the registration of a foreign corporate entity,
there are any charges, whether created by the foreign corporate entity
or otherwise, which would have been required to be registered under
Division 8 of Part IV if the foreign corporate entity had been
incorporated as a company under this Act, there must be lodged with
the Registrar in the prescribed manner for registration, within 30 days
after the date of registration of the company, a statement containing
the prescribed particulars of the charge.
(2) Documents and particulars required to be lodged for registration
under subsection (1) may be lodged by the company concerned or by
any person interested in the documents.
(3) Where registration under subsection (1) is effected by some
person other than the company concerned, that person is entitled to
recover from the company the amount of any fees properly paid by
him for the registration.
(4) If default is made in complying with subsection (1), the
company and every officer of the company who is in default shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $1,000 and also to a default penalty.

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2006 Ed. Companies CAP. 50 630
(5) To avoid doubt, a failure to comply with subsection (1) does not
affect the continuity of status, operation or effect of any security,
right, priority or obligation of the charge.
(6) The Court, on being satisfied —
(a) that the omission to register a charge requiring registration
under subsection (1), or that the omission or mis-statement
of any particular with respect to such charge, was
accidental or due to inadvertence or to some other
sufficient cause or is not of a nature to prejudice the
position of creditors or shareholders; or
(b) that on other grounds it is just and equitable to grant relief,
may on the application of the company or any person interested and
on such terms and conditions as seem to the Court just and expedient
(including a term or condition that the rectification is to be without
prejudice to any liability already incurred by the company or any of
its officers in respect of the default) order that the time for registration
be extended or that the omission or mis-statement be rectified.
(7) In respect of any charge that is required to be lodged under
subsection (1), sections 134, 135, 136 and 138 apply as if the charge
were a charge to which Division 8 of Part IV applied.

Duties of company with respect to issue of certificates

364.—(1) Within 60 days after the date of registration of the
company, the company must complete and have ready for delivery
appropriate certificates in respect of all persons registered as holders
of existing shares or debentures, as the case may be, as at the date of
registration.
(2) Upon the delivery of the certificates to the holders of existing
shares or debentures under subsection (1), all prior certificates in
respect of such shares or debentures cease to be operative and cease to
have any validity for the purposes of this Act.
(3) Any share warrant, stating that the bearer of the warrant is
entitled to the shares specified in the warrant and enabling the shares
to be transferred by delivery of the warrant, that had been issued by

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631 CAP. 50 Companies 2006 Ed.

the foreign corporate entity before the date of registration of the

company is void.
(4) If any company on which a notice has been served requiring the
company to make good any default in complying with this section
fails to make good the default within 10 days after the service of the
notice, the Court may, on the application of the person entitled to have
the certificates or the debentures delivered to him, make an order
directing the company and any officer of the company to make good
the default within such time as is specified in the order, and the order
may provide that all costs of and incidental to the application are to be
borne by the company or by any officer of the company in default in
such proportions as the Court thinks fit.

Regulations
364A. The Minister may make regulations under section 411 in
respect of applications for registration, and registration of a foreign
corporate entity, under this Part, including —
(a) prescribing the minimum and other requirements that a
foreign corporate entity must meet before it may be
registered under section 359(1);
(b) waiving any requirement of this Part in respect of any
foreign corporate entity, or class of foreign corporate
entities; and
(c) adapting, modifying or excluding the provisions of this Act
in their application to any foreign corporate entity or class
of foreign corporate entities registered under this Part.
[Act 15 of 2017 wef 11/10/2017]

PART XI
VARIOUS TYPES OF COMPANIES, ETC.
[Repealed by Act 8 of 2003]

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2006 Ed. Companies CAP. 50 632
Division 2 — Foreign companies
Foreign companies to which this Division applies
365. This Division applies to a foreign company which —
(a) establishes a place of business or carries on business in
Singapore; or
(b) intends to establish a place of business or carry on business
in Singapore.
[Act 36 of 2014 wef 03/01/2016]

Interpretation of this Division

366.—(1) In this Division, unless the contrary intention appears —
[Deleted by Act 36 of 2014 wef 03/01/2016]
“authorised representative”, in relation to a foreign company,
means —
(a) in the case of a foreign company registered before the
date of commencement of section 155 of the
Companies (Amendment) Act 2014, the agent of
the foreign company as defined by this section in
force immediately before that date; and
(b) in the case of a foreign company registered on or after
the date of commencement of section 155 of the
Companies (Amendment) Act 2014, the person
named in a notice lodged under section 368(1)(e);
[Act 36 of 2014 wef 03/01/2016]

“carrying on business” —
(a) includes the administration, management or
otherwise dealing with property situated in
Singapore as an agent, a legal personal
representative, or a trustee, whether by employees
or agents or otherwise; and
(b) does not exclude activities carried on without a view
to any profit.
[Act 36 of 2014 wef 03/01/2016]

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633 CAP. 50 Companies 2006 Ed.

(2) Notwithstanding subsection (1), a foreign company shall not be

regarded as carrying on business in Singapore for the reason only that
in Singapore it —
(a) is or becomes a party to any action or suit or any
administrative or arbitration proceeding or effects
settlement of an action, suit or proceeding or of any
claim or dispute;
(b) holds meetings of its directors or shareholders or carries on
other activities concerning its internal affairs;
(c) maintains any bank account;
(d) effects any sale through an independent contractor;
(e) solicits or procures any order which becomes a binding
contract only if such order is accepted outside Singapore;
(f) creates evidence of any debt or creates a charge on
movable or immovable property;
(g) secures or collects any of its debts or enforces its rights in
regard to any securities relating to such debts;
(h) conducts an isolated transaction that is completed within a
period of 31 days, but not being one of a number of similar
transactions repeated from time to time;
(i) invests any of its funds or holds any property;
(j) establishes a share transfer or share registration office in
Singapore;
[Act 36 of 2014 wef 03/01/2016]

(k) effects any transaction through its related corporation

licensed or approved under any written law by the
Monetary Authority of Singapore, established under the
Monetary Authority of Singapore Act (Cap. 186), under an
arrangement approved by the Monetary Authority of
Singapore; or
[38/98; 8/2003]
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 634
(l) carries on such other activity as the Minister may
prescribe.
[Act 36 of 2014 wef 03/01/2016]

Power of foreign companies to hold immovable property

367. Subject to and in accordance with any written law, a foreign
company registered under this Division shall have power to hold
immovable property in Singapore.

Documents, etc., to be lodged by foreign companies having

place of business in Singapore
368.—(1) Every foreign company shall, before it establishes a
place of business or commences to carry on business in Singapore,
lodge with the Registrar for registration —
(a) the name of the foreign company and the address of the
registered office of the company in its place of
incorporation or formation;
(b) a certified copy of the certificate of its incorporation or
registration in its place of incorporation or formation or a
document of similar effect;
(c) a certified copy of its charter, statute, constitution or
memorandum or articles or other instrument constituting
or defining its constitution but only if such document is
required to be registered or lodged under the law relating to
the incorporation, formation or registration of the foreign
company in its place of incorporation, formation or
original registration;
(d) a list of its directors containing similar particulars with
respect to its directors as are by this Act required to be
contained in the register of directors of a company
incorporated under this Act and, in respect of each
director, his residential address;
(e) a notice stating the names, nationalities and other
identification particulars of one or more natural persons
resident in Singapore who are appointed as the company’s
authorised representatives and authorised as such to accept

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635 CAP. 50 Companies 2006 Ed.

on its behalf service of process and any notice required to

be served on the company, and in respect of each
authorised representative, his residential address;
(f) a statement by or on behalf of the foreign company in the
prescribed form confirming that each of its authorised
representatives referred to in the notice lodged under
paragraph (e) has consented to act as such (referred to in
this section and section 370 as the consent statement);
(g) notice of the situation of its registered office in Singapore
and, unless the office is open and accessible to the public
during ordinary business hours on each business day, the
days and hours during which it is open and accessible to the
public;
(h) a notice in the prescribed form containing the following
particulars:
(i) in the case —
(A) where a certificate of the foreign company’s
incorporation or registration or a document of
similar effect is issued in its place of
incorporation or formation, the registration
number indicated on the certificate of the
foreign company’s incorporation or
registration or a document of similar effect; or
(B) where the document referred to in
sub-paragraph (A) is not available, the
number issued to the foreign company upon
its incorporation by or registration with an
authority which is responsible for
incorporating or registering companies;
(ii) a description of the business carried on by the foreign
company; and
(iii) the type of legal form or legal entity of the foreign
company; and

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2006 Ed. Companies CAP. 50 636
(i) where the law for the time being applicable to the foreign
company in the place of its incorporation or formation
requires audited financial statements of its head office to be
prepared, a copy of the latest audited financial statements
of its head office,
and on payment of the appropriate fees and subject to this Act, the
Registrar shall register the foreign company under this Division by
registration of the documents.
(2) Any document required to be served under this Act on a director
or an authorised representative of a foreign company shall be
sufficiently served if addressed to the director or authorised
representative and left at or sent by post to his residential address
or, if the director or authorised representative has provided an
alternate address under section 370A, his alternate address.
(3) The following shall be made available for inspection at the
registered office of the foreign company during the hours in which the
registered office of the company is accessible to the public:
(a) a copy of the memorandum of appointment or power of
attorney appointing each authorised representative of the
company in such manner as to be binding on the company;
(b) where the memorandum of appointment or power of
attorney referred to in paragraph (a) is executed by a
person on behalf of the company, a copy of the deed or
document by which that person is authorised to execute the
memorandum of appointment or power of attorney,
verified by statutory declaration in the prescribed manner.
(4) Subsection (1) shall apply to a foreign company which was not
registered under the repealed written laws but which, immediately
before 29 December 1967, had a place of business or was carrying on
business in Singapore and, on that date, had a place of business or was
carrying on business in Singapore, as if it established that place of
business or commenced to carry on that business on that date.
[Act 36 of 2014 wef 03/01/2016]

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637 CAP. 50 Companies 2006 Ed.

Duty of directors and authorised representatives to provide

information to foreign company
368A.—(1) A director shall give the foreign company any
information the company needs to comply with section 372(1) as
soon as practicable but not later than 14 days after his initial
appointment, unless he has previously given the information to the
company in writing.
(2) An authorised representative shall give the foreign company —
(a) any information the company needs to comply with
section 370(4) as soon as practicable but not later than
14 days after his initial appointment, unless he has
previously given the information to the company in
writing; and
(b) any information the company needs to comply with
section 372(1) as soon as practicable but not later than
14 days after any change in his particulars.
(3) Notwithstanding subsection (1) or (2), a director or an
authorised representative shall, subject to subsection (4), if
requested by the foreign company, give the company any
information referred to in section 368(1)(d) or (e) for the purpose
of enabling the company to confirm its record of such information or
reinstate its record of the information where the original record of the
information has been destroyed or lost.
(4) The director or authorised representative referred to in
subsection (3) shall furnish the information to the foreign company
as soon as practicable but not later than 14 days after receipt of a
written request for such information from the company.
(5) A director or an authorised representative who is bound to
comply with a requirement under this section and fails to do so shall
be guilty of an offence and shall be liable on conviction to a fine not
exceeding $5,000 and also to a default penalty.
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 638
Savings and transitional provisions for existing particulars of
directors and authorised representatives
368B.—(1) If a foreign company, whether incorporated before, on
or after the date of commencement of section 156 of the Companies
(Amendment) Act 2014 —
(a) has lodged the name and particulars of one or more
directors with the Registrar as a director or directors, as the
case may be, of the foreign company under
section 368(1)(c) in force immediately prior to that date,
the name and particulars of the director or directors, as the
case may be, shall be treated as the name and particulars of
the company’s director or directors, as the case may be,
until a notification of any change to the information is
received by the Registrar under section 372(1)(ca); or
(b) has lodged the name and particulars of one or more agents
with the Registrar as an agent or agents, as the case may be,
of the foreign company under section 368(1)(e) in force
immediately prior to that date, the name and particulars of
the agent or agents, as the case may be, shall be treated as
the name and particulars of the company’s authorised
representative or representatives, as the case may be, until
a notification of any change to the information is received
by the Registrar under section 372(1)(ca).
(2) For the purposes of subsection (1) —
(a) the address lodged with the Registrar in respect of a
director under section 368(1)(c) in force immediately
before the date of commencement of section 156 of the
Companies (Amendment) Act 2014 shall be treated as his
residential address; and
(b) the address lodged with the Registrar in respect of an agent
under section 368(1)(e) in force immediately before the
date of commencement of section 156 of the Companies
(Amendment) Act 2014 shall be treated as his residential
address in his capacity as an authorised representative of
the foreign company.
[Act 36 of 2014 wef 03/01/2016]

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639 CAP. 50 Companies 2006 Ed.

Power to refuse registration of a foreign company in certain

circumstances
369.—(1) Notwithstanding anything in this Act or any rule of law,
the Registrar shall refuse to register a company under this Division if
he is satisfied that the foreign company is being used or is likely to be
used for an unlawful purpose or for purposes prejudicial to public
peace, welfare or good order in Singapore or it would be contrary to
the national security or interest for the foreign company to be
registered.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

(2) A foreign company aggrieved by the decision of the Registrar

under subsection (1) may, within 30 days of the date of the decision,
appeal to the Minister whose decision shall be final.

As to registered office and authorised representatives of

foreign companies
370.—(1) A foreign company shall have a registered office in
Singapore to which all communications and notices may be
addressed and which shall be open and accessible to the public for
not less than 5 hours between the hours of 9 a.m. and 5 p.m. each
business day.
(2) An authorised representative, until he ceases to be such in
accordance with subsection (5), shall —
(a) continue to be the authorised representative of the
company;
[Act 36 of 2014 wef 03/01/2016]

(b) be answerable for the doing of all such acts, matters and
things, as are required to be done by the company under
this Act; and
(c) be personally liable to all penalties imposed on the
company for any contravention of any of the provisions
of this Act unless he satisfies the court hearing the matter
that he should be not so liable.
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 640
(3) A foreign company or its authorised representative may lodge
with the Registrar a notice in the prescribed form stating that the
authorised representative has ceased to be the authorised
representative or will cease to be the authorised representative on a
date specified in the notice.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

(4) On the appointment of a new authorised representative, the

company shall lodge a notice referred to in section 368(1)(e) and a
consent statement in respect of the new authorised representative
with the Registrar.
[Act 36 of 2014 wef 03/01/2016]

(5) Subject to subsections (6) and (7), the authorised representative

in respect of whom the notice under subsection (3) has been lodged
shall cease to be an authorised representative on the expiration of a
period of 21 days after the date of lodgment of the notice or on the
date on which the consent statement in respect of another authorised
representative is lodged with the Registrar under section 368(1)(f),
whichever is the earlier, but if the notice states a date on which the
first-mentioned authorised representative is to so cease and the date is
later than the expiration of that period, on that date.
[Act 36 of 2014 wef 03/01/2016]

(6) Where the authorised representative in respect of whom the

notice under subsection (3) has been lodged is the sole authorised
representative of a foreign company —
(a) the foreign company shall appoint another authorised
representative; and
(b) the authorised representative shall cease to be an
authorised representative of the foreign company on the
date on which the consent statement in respect of another
authorised representative is lodged under subsection (4).
[Act 36 of 2014 wef 03/01/2016]

(7) Where a foreign company’s sole authorised representative dies,

the company shall, within 21 days after the death of the authorised
representative, appoint another authorised representative.
[Act 36 of 2014 wef 03/01/2016]

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641 CAP. 50 Companies 2006 Ed.

Alternate address
370A.—(1) Despite sections 12 and 12A, the Registrar must not
disclose or make available for public inspection the particulars of a
director’s or an authorised representative’s residential address that is
lodged with the Registrar under this Part or transmitted to the
Registrar by the Commissioner of National Registration under
section 8A of the National Registration Act (Cap. 201) if the
requirements of subsection (2) are satisfied.
(2) The requirements referred to in subsection (1) are that the
director or authorised representative referred to in that subsection
maintains with the Registrar an alternate address that complies with
the following conditions:
(a) it is an address at which the director or authorised
representative can be located;
(b) it is not a post office box number;
(c) it is not the residential address of the director or authorised
representative; and
(d) it is located in the same jurisdiction as the director’s or
authorised representative’s residential address.
(3) For the purposes of subsection (2) —
(a) an individual who wishes to maintain an alternate address
must lodge an application with the Registrar;
(b) an individual may not maintain more than one alternate
address at any one time;
(c) an individual who wishes to cease to maintain an alternate
address must lodge a notice of withdrawal with the
Registrar; and
(d) an individual who wishes to change his alternate address
must lodge a notice of change with the Registrar.
(4) An application to maintain an alternate address, the lodgment of
a notice of withdrawal and notice of change are subject to the
payment of such fees as may be prescribed.

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2006 Ed. Companies CAP. 50 642
(5) Subsection (1) applies from the time at which the Registrar
accepts an application to maintain an alternate address referred to in
subsection (3)(a).
(6) A director or an authorised representative who maintains an
alternate address under subsection (2) must ensure that he can be
located at his alternate address.
(7) A director or an authorised representative who fails to comply
with subsection (6) shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $10,000 or to imprisonment for a
term not exceeding 2 years or to both.
(8) Despite subsection (1), the Registrar may disclose and make
available for public inspection the particulars of a director’s or an
authorised representative’s residential address despite the
maintenance of an alternate address under subsection (2) if —
(a) communications sent by the Registrar under this Act, or by
any officer of the Authority under any ACRA administered
Act, to the director or authorised representative at his
alternate address and requiring a response within a
specified period remain unanswered; or
(b) there is evidence to show that service of any document
under this Act or under any ACRA administered Act at the
alternate address is not effective to bring it to the notice of
the director or authorised representative.
(9) Before proceeding under subsection (8), the Registrar must give
notice to the director or authorised representative affected, and to
every foreign company of which the Registrar has been notified under
this Act that the individual is a director or an authorised
representative, as the case may be —
(a) stating the grounds on which the Registrar proposes to
disclose and make available for public inspection the
individual’s residential address; and
(b) specifying a period within which representations may be
made before that is done.

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643 CAP. 50 Companies 2006 Ed.

(10) The Registrar is to consider the representations received within

the specified period.
(11) Where the Registrar discloses and makes available for public
inspection the particulars of a director’s or an authorised
representative’s residential address, the Registrar must give notice
of that fact to the director or authorised representative affected, and to
every foreign company of which the Registrar has been notified under
this Act that the individual is a director or an authorised
representative, as the case may be.
(12) A notice to a director or an authorised representative under
subsection (11) is to be sent to him at his residential address unless it
appears to the Registrar that service at that address may be ineffective
to bring it to his notice, in which case it may be sent to any other last
known address of the director or authorised representative.
(13) Where —
(a) the Registrar discloses and makes available for public
inspection the particulars of a director’s or an authorised
representative’s residential address under subsection (8);
or
(b) a Registrar appointed under any other ACRA administered
Act discloses and makes available for public inspection
under that Act the particulars of a director’s or an
authorised representative’s residential address under a
provision of that Act equivalent to subsection (8),
the director or authorised representative is not, for a period of 3 years
after the date on which the residential address is disclosed and made
available for public inspection, allowed to maintain an alternate
address under subsection (2).
(14) Nothing in this section applies to any information lodged or
deemed to be lodged with the Registrar before the date of
commencement of this section or prevents such information from
being disclosed or from being made available for public inspection or
access.
(15) Nothing in this section prevents the residential address of an
individual that is lodged with the Registrar under this Act, or is

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2006 Ed. Companies CAP. 50 644
transmitted to the Registrar by the Commissioner of National
Registration under section 8A of the National Registration Act
from —
(a) being used by the Registrar for the purposes of any
communication with the individual;
(b) being disclosed for the purposes of issuing any summons
or other legal process against the individual for the
purposes of this Act or any other written law;
(c) being disclosed in compliance with the requirement of any
court or the provisions of any written law;
(d) being disclosed for the purpose of assisting any public
officer or officer of any statutory body in the investigation
or prosecution of any offence under any written law; or
(e) being disclosed in such other circumstances as may be
prescribed.
(16) Any director or authorised representative aggrieved by the
decision of the Registrar under subsection (8) may, within 30 days
after the date of receiving the notice under subsection (11), appeal to
the High Court which may confirm the decision or give such
directions in the matter as seem proper or otherwise determine the
matter.
(17) For the purposes of this section —
(a) “ACRA administered Act” means the Accounting and
Corporate Regulatory Authority Act (Cap. 2A) and any of
the written laws specified in the Second Schedule to that
Act; and
(b) a director or an authorised representative can be located at
an address if he may be physically found at the address
after reasonable attempts have been made to find him at
that address.
[Act 36 of 2014 wef 03/01/2016]

Transitory provisions
371.—(1) On the registration of a foreign company under this
Division, the Registrar shall issue a notice in the prescribed form and

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645 CAP. 50 Companies 2006 Ed.

the notice shall be prima facie evidence in all courts of the particulars
mentioned in the notice.
[12/2002]

(2) Upon the application of the foreign company that has been duly
registered and payment of the prescribed fee, the Registrar shall issue
to the foreign company a certificate confirming the particulars
mentioned in the notice, and the certificate shall be prima facie
evidence in all courts of those particulars.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

Return to be filed where documents, etc., altered

372.—(1) Where any change or alteration is made in —
(a) the charter, statutes, constitution, memorandum or articles
of the foreign company or other instrument lodged with the
Registrar;
[Act 36 of 2014 wef 03/01/2016]

(b) the directors of the foreign company;

(c) the authorised representative or authorised representatives
of the foreign company;
[Act 36 of 2014 wef 03/01/2016]

(ca) the particulars of any director or authorised representative

of the foreign company which are lodged with the
Registrar under section 368(1), other than the director’s
or authorised representative’s residential address;
[Act 36 of 2014 wef 03/01/2016]

(d) the situation or address or designation of situation or

address of the registered office of the foreign company in
Singapore or the days or hours during which it is open and
accessible to the public;
(e) the address of the registered office of the foreign company
in its place of incorporation or origin;
(f) the name of the foreign company;
[Act 36 of 2014 wef 03/01/2016]

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2006 Ed. Companies CAP. 50 646
(g) the description of the business carried on by the foreign
company; or
[Act 36 of 2014 wef 03/01/2016]

(h) the type of legal form or legal entity of the foreign

company,
[Act 36 of 2014 wef 03/01/2016]

the foreign company shall, within 30 days or within such further

period as the Registrar in special circumstances allows after the
change or alteration, lodge with the Registrar particulars of the
change or alteration and such documents as the regulations require.
[40/89; 28/94]
[Act 36 of 2014 wef 03/01/2016]

(1A) A director or an authorised representative of a foreign

company must lodge with the Registrar a notice of the director’s or
authorised representative’s new residential address within 30 days
after the date of change.
[Act 36 of 2014 wef 03/01/2016]

(1B) Where the director or authorised representative referred to in

subsection (1) has changed his residential address and has made a
report of the change under section 8 of the National Registration Act
(Cap. 201), the director or authorised representative is to be taken to
have informed the Registrar of the change of residential address in
compliance with subsection (1A).
[Act 36 of 2014 wef 03/01/2016]

(1C) If default is made by any director or authorised representative

of a foreign company in complying with subsection (1A), he shall be
guilty of an offence and shall be liable on conviction to a fine not
exceeding $5,000 and also to a default penalty.
[Act 36 of 2014 wef 03/01/2016]

(2) [Deleted by Act 36 of 2014 wef 03/01/2016]

(3) [Deleted by Act 36 of 2014 wef 03/01/2016]
(4) If any order is made by a court under any law in force in the
country in which a foreign company is incorporated which
corresponds to section 210 or 211I, the company shall, within
30 days or within such further period as the Registrar in special

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circumstances allows after the order was made, lodge with the
Registrar a copy of that order.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]
[Act 15 of 2017 wef 23/05/2017]

Financial statements
373.—(1) Subject to this section, a foreign company shall lodge
with the Registrar, within the time specified in subsection (3),
financial statements made up to the end of its last financial year
together with a declaration in the prescribed form verifying that the
copies are true copies of the documents so required and, in the case
where the financial statements are audited, a statement of the name of
the auditor.
(2) In this section, “financial statements” means —
(a) in the case where the foreign company is required by the
law for the time being in force in the place of the
company’s incorporation or formation to prepare financial
statements in accordance with any applicable accounting
standards which are similar to the Accounting Standards or
which are acceptable to the Registrar, those financial
statements; and
(b) in any other case, financial statements in such form and
containing such particulars as the directors of the company
would have been required to prepare or obtain if the
foreign company were a public company incorporated
under this Act.
(3) The financial statements referred to in subsection (1) shall be
lodged —
(a) where the foreign company is required by the law of its
place of incorporation or formation to table financial
statements referred to in subsection (2)(a) at an annual
general meeting, within 60 days after the date on which its
annual general meeting is held; or
(b) in any other case, within such period as the directors of the
foreign company would have been required to lodge its

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2006 Ed. Companies CAP. 50 648
financial statements if the company were a public company
incorporated under this Act which does not keep a branch
register outside Singapore.
(4) The Registrar may, if he is of the opinion that the financial
statements referred to in subsection (2)(a) do not sufficiently disclose
the foreign company’s financial position, require the company —
(a) to lodge financial statements within such period, in such
form and containing such particulars; and
(b) to annex thereto such documents,
as the Registrar may by notice in writing to the company require.
(5) Subsection (4) does not authorise the Registrar to require —
(a) financial statements to contain any particulars; or
(b) the company to annex, attach or to send any documents,
that would not be required to be furnished if the company were a
public company incorporated under this Act.
(6) The foreign company shall comply with the requirements set
out in the notice under subsection (4).
(7) In addition to the financial statements required to be lodged with
the Registrar under subsections (1), (3) and (4), a foreign company
shall lodge with the Registrar within the time specified in
subsection (3) —
(a) a duly audited statement showing its assets used in and
liabilities arising out of its operations in Singapore as at the
date to which its balance-sheet was made up;
(b) a duly audited profit and loss account which, in so far as is
practicable, complies with the requirements of the
Accounting Standards and which gives a true and fair
view of the profit or loss arising out of the company’s
operation in Singapore for the last preceding financial year
of the company; and
(c) a statement of the name of the auditor who audited the
documents referred to in paragraphs (a) and (b).

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(8) For the purpose of subsection (7), the foreign company shall be
entitled to make such apportionments of expenses incurred in
connection with operations or administration affecting both
Singapore and elsewhere and to add such notes and explanations as
in its opinion are necessary or desirable in order to give a true and fair
view of the profit or loss of its operations in Singapore.
(9) A foreign company which is dormant in Singapore may, in lieu
of satisfying the requirements of subsection (7), lodge with the
Registrar —
(a) an unaudited statement showing its assets used in and
liabilities arising out of its operations in Singapore; and
(b) an unaudited profit and loss account with respect to the
company’s operations in Singapore.
(10) The Registrar may, on application by a foreign company and
payment of the prescribed application fee, extend the period referred
to in subsection (3) within which the company is required to comply
with any or all of the requirements of subsections (3)(b) and (7).
[Act 15 of 2017 wef 31/03/2017]

(11) A statement and profit and loss account shall be deemed to

have been duly audited for the purposes of subsection (7) if it is
accompanied by a report by an accounting entity appointed to provide
auditing services in respect of the foreign company’s operations in
Singapore which complies, in so far as is practicable, with
section 207.
(12) The Registrar may, upon the written application of a foreign
company, waive the requirement of a foreign company to lodge the
documents referred to in subsection (7)(a), (b) and (c) if the Registrar
is satisfied that —
(a) it is impractical for the foreign company to comply having
regard to the nature of the foreign company’s operations in
Singapore;
(b) it would be of no real value having regard to the amount
involved;
(c) it would involve expense unduly out of proportion to its
value; or

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2006 Ed. Companies CAP. 50 650
(d) it would be misleading or harmful to the business of the
foreign company, or to any company which is deemed by
virtue of section 6 to be related to the foreign company.
(13) The Registrar may, upon the written application of a foreign
company, by order relieve the foreign company from either or both of
the following:
(a) any requirement relating to audit or the form and content of
the documents referred to in subsection (2)(b);
(b) any requirement relating to audit or the form and content of
the documents referred to in subsection (7).
(14) The Registrar may make the order referred to in
subsection (13) unconditionally or subject to the condition that the
foreign company comply with such other requirements relating to
audit or the form and content of the documents as the Registrar may
determine.
(15) The Registrar shall not make an order under subsection (13)
unless he is of the opinion that compliance with the requirements of
this section would render the documents misleading or inappropriate
to the circumstances of the foreign company or would impose
unreasonable burdens on the company.
(16) The Registrar may make an order under subsection (13) which
may be limited to a specific period and may from time to time revoke
or suspend the operation of any such order.
(17) Without prejudice to subsections (12), (13) and (14), the
Minister may, by order published in the Gazette, in respect of foreign
companies of a specified class or description —
(a) substitute other accounting standards for the Accounting
Standards, and the provisions of this section shall apply
accordingly in respect of such foreign companies; or
(b) exempt foreign companies of a specified class or
description from any or all of the requirements of
subsection (7).
(18) If default is made by a foreign company in complying with this
section —

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651 CAP. 50 Companies 2006 Ed.

(a) the company; and

(b) every director or equivalent person, and every authorised
representative of the company, who knowingly and
wilfully authorises or permits the default,
shall each be guilty of an offence and shall each be liable on
conviction to a fine not exceeding $50,000.
(19) For the purposes of this section —
(a) a foreign company is dormant in Singapore during a period
in which no accounting transaction arising out of its
operations in Singapore occurs; and the company ceases to
be dormant on the occurrence of such a transaction; and
(b) an “accounting transaction” means a transaction for which
accounting or other records would be required to be kept so
as to enable the documents referred to in subsection (7) to
be prepared.
[Act 36 of 2014 wef 03/01/2016]

As to fee payable on registration of foreign company because of

establishment of a share register in Singapore
374. [Repealed by Act 12 of 2002]

Obligation to state name of foreign company, whether limited,

and country where incorporated
375.—(1) A foreign company shall —
(a) [Deleted by Act 36 of 2014 wef 03/01/2016]
(b) cause its name and the place where it is formed or
incorporated to be stated in legible romanised letters on all
its bill-heads and letter paper and in all its notices,
prospectuses and other official publications; and
(c) if the liability of its members is limited (unless the last
word of its name is the word “Limited” or “Berhad” or the
abbreviation “Ltd.” or “Bhd.”), cause notice of that fact —
(i) to be stated in legible characters in every prospectus
issued by it and in all its bill-heads, letter paper,

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2006 Ed. Companies CAP. 50 652
notices, and other official publications in Singapore;
and
(ii) except in the case of a banking corporation, to be
exhibited outside its registered office and every place
of business established by it in Singapore.
(2) Where the name of a foreign company is indicated on any of the
documents referred to in subsection (1) in characters or in any other
way than by the use of romanised letters, this section relating to the
statement of its name shall be deemed not to have been complied with
unless the name of the company is stated on such document in
romanised letters not smaller than any of the characters so exhibited
or stated on the relevant document.
[Act 36 of 2014 wef 03/01/2016]

(3) The unique entity number of a foreign company, issued by the

Registrar, shall appear in a legible form on all business letters,
statements of account, invoices, official notices and publications of or
purporting to be issued or signed by or on behalf of the company.
[Act 36 of 2014 wef 03/01/2016]

(4) Notwithstanding subsection (3), a foreign company

incorporated before the date of commencement of section 162 of
the Companies (Amendment) Act 2014 need only comply with
subsection (3) after the expiration of 12 months after that date.
[Act 36 of 2014 wef 03/01/2016]

Service of document
376. Any document required to be served on a foreign company
shall be sufficiently served —
(a) if addressed to the foreign company and left at or sent by
post to its registered office in Singapore;
(b) if addressed to an authorised representative of the company
and left at or sent by post to his registered address; or
[Act 36 of 2014 wef 03/01/2016]

(c) in the case of a foreign company which has ceased to

maintain a place of business in Singapore, if addressed to
the foreign company and left at or sent by post to its
registered office in the place of its incorporation.

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Cesser of business in Singapore

377.—(1) If a foreign company ceases to have a place of business in
Singapore or to carry on business in Singapore, it shall, within 7 days
after so ceasing, lodge with the Registrar notice of that fact.
[Act 36 of 2014 wef 03/01/2016]

(1A) Starting on the day on which the foreign company lodged the
notice referred to in subsection (1), the foreign company’s obligation
to lodge any document (not being a document that ought to have been
lodged before that day) with the Registrar shall cease.
[Act 36 of 2014 wef 03/01/2016]

(1B) The Registrar shall as soon as practicable after the lodgment of

the notice referred to in subsection (1) record in the register that the
company has ceased to have a place of business in Singapore or
ceased to carry on business in Singapore, as the case may be.
[Act 36 of 2014 wef 03/01/2016]

(2) If a foreign company goes into liquidation or is dissolved in its

place of incorporation or origin —
(a) each person who immediately prior to the commencement
of the liquidation proceedings was an authorised
representative shall, within 14 days after the
commencement of the liquidation or the dissolution or
within such further time as the Registrar in special
circumstances allows, lodge or cause to be lodged with
the Registrar notice of that fact and, when a liquidator is
appointed, notice of such appointment; and
[Act 36 of 2014 wef 03/01/2016]

(b) the liquidator shall, until a liquidator for Singapore is duly

appointed by the Court, have the powers and functions of a
liquidator for Singapore.
(3) A liquidator of a foreign company appointed for Singapore by
the Court or a person exercising the powers and functions of such a
liquidator —
(a) shall, before any distribution of the foreign company’s
assets is made, by advertisement in a newspaper circulating
generally in each country where the foreign company had
been carrying on business prior to the liquidation if no

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2006 Ed. Companies CAP. 50 654
liquidator has been appointed for that place, invite all
creditors to make their claims against the foreign company
within a reasonable time prior to the distribution;
(b) subject to subsection (7), shall not, without obtaining an
order of the Court, pay out any creditor to the exclusion of
any other creditor of the foreign company; and
(c) must, unless otherwise ordered by the Court, only recover
and realise the assets of the foreign company in Singapore
and, subject to paragraph (b) and subsection (7) —
(i) in a case where the foreign company is, or was prior
to the liquidation or dissolution carrying on business
as, a relevant company, pay the net amount so
recovered and realised to the liquidator of that
foreign company for the place where it was formed
or incorporated after paying any debts and satisfying
any liabilities incurred in Singapore by the foreign
company; or
(ii) in any other case, pay the net amount so recovered
and realised to the liquidator of that foreign company
for the place where it was formed or incorporated.
[Act 15 of 2017 wef 23/05/2017]

(4) Where a foreign company has been wound up so far as its assets
in Singapore are concerned and there is no liquidator for the place of
its incorporation or origin, the liquidator may apply to the Court for
directions as to the disposal of the net amount recovered in pursuance
of subsection (3).
(4A) A liquidator of a foreign company appointed for Singapore by
the Court or a person exercising the powers and functions of such a
liquidator must, before paying any amount so recovered and realised
in Singapore to the liquidator of that foreign company for the place
where it was formed or incorporated, be satisfied that the interests of
creditors in Singapore are adequately protected.
[Act 15 of 2017 wef 23/05/2017]

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655 CAP. 50 Companies 2006 Ed.

(5) On receipt of a notice from an authorised representative that the

foreign company has been dissolved, the Registrar shall record in the
register that the foreign company has been dissolved.
[Act 36 of 2014 wef 03/01/2016]

(6) [Deleted by Act 36 of 2014 wef 03/01/2016]

(7) Section 328 shall apply to a foreign company wound up or
dissolved pursuant to this section as if for references to a company
there were substituted references to a foreign company.
(8) The Registrar shall strike the name of a foreign company off the
register if the Registrar is satisfied that the company is being used for
an unlawful purpose or for purposes prejudicial to public peace,
welfare or good order in Singapore or against the national security or
interest.
[Act 36 of 2014 wef 03/01/2016]

(9) The Registrar may strike the name of a foreign company off the
register if —
(a) the Registrar has reasonable cause to believe that the
company has ceased to carry on business or to have a place
of business in Singapore; or
(b) the company has failed to appoint an authorised
representative within 6 months after the date of the death
of its sole authorised representative.
[Act 36 of 2014 wef 03/01/2016]

(10) The Registrar may strike the name of a foreign company off
the register upon the application of the sole authorised representative
of the foreign company in the prescribed form if the Registrar is
satisfied that —
(a) the sole authorised representative has given notice in
writing to the foreign company that he desires to resign and
has lodged a notice under section 370(3) with the Registrar,
but the company has failed to respond or appoint another
authorised representative within 12 months after the date
of lodgment of the notice; or
(b) the foreign company has failed to give instructions with
respect to a written request from the sole authorised

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2006 Ed. Companies CAP. 50 656
representative for instructions as to whether the company
wishes to cancel or continue its registration under this Act
within 12 months after the date the written request was
sent.
[Act 36 of 2014 wef 03/01/2016]

(11) Without prejudice to the generality of subsection (9)(a), in

determining whether there is reasonable ground to believe that a
company is not carrying on business under that subsection, the
Registrar may have regard to such circumstances as may be
prescribed.
[Act 36 of 2014 wef 03/01/2016]

(12) For the purposes of subsections (9) and (10), the provisions of
this Act relating to the striking off the register of the name of a
defunct company shall, with such adaptations as are necessary, extend
and apply accordingly.
[Act 36 of 2014 wef 03/01/2016]

(13) Any person aggrieved by the decision of the Registrar under

subsection (8), (9) or (10) may, within 30 days after the date of the
decision, appeal to the Minister whose decision is final.
[Act 36 of 2014 wef 03/01/2016]

(14) In this section, “relevant company” means a foreign company

that is any of the following:
(a) a bank licensed under section 7 of the Banking Act
(Cap. 19);
(b) a merchant bank, or any other financial institution,
approved under section 28 of the Monetary Authority of
Singapore Act (Cap. 186);
(c) a finance company licensed under section 6 of the Finance
Companies Act (Cap. 108);
(d) a person licensed to carry on a remittance business under
section 8 of the Money-changing and Remittance
Businesses Act (Cap. 187);
(e) a licensed insurer licensed under section 8 of the Insurance
Act (Cap. 142);

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657 CAP. 50 Companies 2006 Ed.

(f) a recognised market operator as defined in section 2(1) of

the Securities and Futures Act (Cap. 289);
(g) a licensed foreign trade repository as defined in
section 2(1) of the Securities and Futures Act;
(h) a recognised clearing house as defined in section 2(1) of
the Securities and Futures Act;
(i) an approved holding company as defined in section 2(1) of
the Securities and Futures Act;
(j) a holder of a capital markets services licence granted under
section 86 of the Securities and Futures Act that does not
only carry on the business of providing credit rating
services;
(k) a Registered Fund Management Company as defined in the
Securities and Futures (Licensing and Conduct of
Business) Regulations (Cap. 289, Rg 10);
(l) a financial adviser licensed under section 13 of the
Financial Advisers Act (Cap. 110);
(m) a licensed trust company licensed under section 5 of the
Trust Companies Act (Cap. 336);
(n) an operator of a designated payment system designated
under section 7 of the Payment Systems (Oversight) Act
(Cap. 222A);
(o) an approved holder of a widely accepted stored value
facility approved under section 35 of the Payment Systems
(Oversight) Act.
[Act 15 of 2017 wef 23/05/2017]

Application for administrative restoration of foreign company

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

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2006 Ed. Companies CAP. 50 658
(2) An application under this section is not valid unless the
application is received by the Registrar within 6 years after the
date on which the name of the foreign company is struck off the
register.
[Act 36 of 2014 wef 03/01/2016]

Registrar’s decision on application for administrative

restoration of foreign company
377B.—(1) The Registrar shall give notice to the applicant of the
decision on an application under section 377A.
(2) If the Registrar’s decision is that the name of the foreign
company should be restored to the register, the name of the company
shall be restored to the register on the date on which notice is sent
(referred to in this section as the restoration date).
(3) The Registrar shall —
(a) enter in the register a note of the restoration date; and
(b) cause notice of the restoration to be published in the
Gazette and on the Authority’s website.
(4) The notice under subsection (3)(b) shall state —
(a) the name of the foreign company or, if the company is
restored to the register under a different name, that name
and its former name;
(b) the unique entity number of the foreign company issued by
the Registrar; and
(c) the restoration date.
(5) If the Registrar’s decision is that the name of the foreign
company should not be restored to the register, the person who made
the application under section 377A or any other person aggrieved by
the decision of the Registrar, may appeal to the Court.
(6) On an appeal made under subsection (5), the Court may —
(a) confirm the Registrar’s decision; or

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659 CAP. 50 Companies 2006 Ed.

(b) restore the name of the foreign company to the register and
give such directions and make such orders as the Court is
empowered to give and make under section 377D(3).
[Act 36 of 2014 wef 03/01/2016]

Registrar may restore foreign company deregistered by

mistake
377C.—(1) The Registrar may, on his own initiative, restore the
name of a foreign company to the register if he is satisfied that the
name of the company has been struck off the register under
section 377(9) or (10) as a result of a mistake of the Registrar.
(2) In subsection (1), a reference to a mistake of the Registrar
excludes a mistake that is made on the basis of wrong, false or
misleading information given by an applicant in connection with an
application for striking the name of the foreign company off the
register under section 377(10).
(3) The Registrar may restore the name of a foreign company to the
register by publishing in the Gazette and on the Authority’s website a
notice declaring the restoration, and the restoration takes effect on the
date of publication of the notice.
[Act 36 of 2014 wef 03/01/2016]

Effect of restoration of foreign company

377D.—(1) If the name of a foreign company is restored to the
register under section 377B(2) or 377C, or on appeal to the Court
under section 377B(5), the company is to be regarded as having
continued its registration under this Act as if the name of the company
had not been struck off the register.
(2) The foreign company, its directors or equivalent persons, and
authorised representatives are not liable to a penalty under
section 373(18) for a financial year in relation to which the period
for filing its balance-sheet, cash flow statement, profit and loss
statement and other related documents ended —
(a) after the date on which the name of the company was
struck off the register; and

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2006 Ed. Companies CAP. 50 660
(b) before the restoration of the name of the company to the
register.
(3) On the application by any person, the Court may give directions
and make orders, as seem just for placing the foreign company and all
other persons in the same position (as nearly as may be) as if the name
of the company had not been struck off the register.
(4) An application to the Court for such directions or orders may be
made any time within 3 years after the date of restoration of the name
of the foreign company to the register.
[Act 36 of 2014 wef 03/01/2016]

Restriction on use of certain names

378.—(1) Except with the consent of the Minister or as provided in
subsection (2), the Registrar must refuse to register a foreign
company under a name, whether on its registration or by a
subsequent change of name, under which the company is to carry
on business in Singapore that, in the opinion of the Registrar —
(a) is undesirable;
(b) is identical to a name of any other foreign company, or any
company, limited liability partnership, limited partnership
or corporation, or to a registered business name;
(c) is identical to a name reserved under subsection (15) and
section 27(12B) of this Act, section 16 of the Business
Names Registration Act 2014, section 19(4) of the Limited
Liability Partnerships Act (Cap. 163A) or section 17(4) of
the Limited Partnerships Act (Cap. 163B); or
(d) is a name, or is a name of a kind that the Minister has
directed the Registrar not to accept for registration.
(2) In addition to subsection (1), the Registrar must, on or after the
date of commencement of section 165 of the Companies
(Amendment) Act 2014, except with the consent of the Minister,
refuse to register a foreign company under a name, if —
(a) it is identical to the name of a company that was
dissolved —

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661 CAP. 50 Companies 2006 Ed.

(i) unless, in a case where the company was dissolved

following its winding up under Part X, a period of at
least 2 years has passed after the date of dissolution;
or
(ii) unless, in a case where the company was dissolved
following its name being struck off the register under
section 344 or 344A, a period of at least 6 years has
passed after the date of dissolution;
(b) it is identical to the business name of a person whose
registration and registration of that business name has been
cancelled under the Business Names Registration Act 2014
or had ceased under section 22 of that Act, unless a period
of at least one year has passed after the date of cancellation
or cessation;
(c) it is identical to the name of a foreign company notice of
the dissolution of which has been given to the Registrar
under section 377(2), unless a period of at least 2 years has
passed after the date of dissolution;
(d) it is identical to the name of a limited liability partnership
that was dissolved —
(i) unless, in a case where the limited liability
partnership was dissolved following its winding up
under section 30 of, and the Fifth Schedule to, the
Limited Liability Partnerships Act, a period of at
least 2 years has passed after the date of dissolution;
or
(ii) unless, in a case where the limited liability
partnership was dissolved following its name being
struck off the register kept under section 38 of the
Limited Liability Partnerships Act, a period of at
least 6 years has passed after the date of dissolution;
or
(e) it is identical to the name of a limited partnership that was
cancelled or dissolved —

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2006 Ed. Companies CAP. 50 662
(i) unless, in a case where the registration of the limited
partnership was cancelled under section 14(1) or
19(4) of the Limited Partnerships Act, a period of at
least one year has passed after the date of
cancellation; or
(ii) unless, in a case where notice was lodged with the
Registrar of Limited Partnerships that the limited
partnership was dissolved under section 19(2) of the
Limited Partnerships Act, a period of at least one
year has passed after the date of dissolution.
(3) Despite subsection (1), the Registrar may, on or after the date of
commencement of section 165 of the Companies (Amendment) Act
2014, register a foreign company under —
(a) a name that is identical to the name of a foreign company
registered under Division 2 of Part XI —
(i) in respect of which notice was lodged under
section 377(1) that the foreign company has ceased
to have a place of business in Singapore or ceased to
carry on business in Singapore, if a period of at least
3 months has passed after the date of cessation; and
(ii) the name of which was struck off the register under
section 377(8), (9) or (10), if a period of at least
6 years has passed after the date the name was so
struck off; and
(b) a name that is identical to the name of a limited partnership
in respect of which notice was lodged under section 19(1)
of the Limited Partnerships Act that the limited partnership
ceased to carry on business in Singapore, if a period of at
least one year has passed after the date of cessation.
(4) No foreign company to which this Division applies shall use in
Singapore any name other than —
(a) the name under which the foreign company is registered
under this Division; and

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663 CAP. 50 Companies 2006 Ed.

(b) if the foreign company is registered under the Business

Names Registration Act 2014, a business name in respect
of which the foreign company is registered under section 8
of that Act.
(5) Despite this section, where the Registrar is satisfied that a
foreign company has been registered (whether through inadvertence
or otherwise or whether on its registration or by a subsequent change
of name) by a name —
(a) which is one that is not permitted to be registered under
subsection (1)(a), (b) or (d);
(b) which is one that is not permitted to be registered under
subsection (2) until the expiry of the relevant period
referred to in that subsection; or
(c) which is one that is permitted to be registered under
subsection (3) only after the expiry of the relevant period
referred to in that subsection,
the Registrar may direct the foreign company to change its name, and
the company shall comply with the direction within 6 weeks after the
date of the direction or such longer period as the Registrar may allow,
unless the direction is annulled by the Minister.
(6) Any person may apply, in writing, to the Registrar to give a
direction to a foreign company under subsection (5) on a ground
referred to in that subsection.
(7) If the foreign company fails to comply with subsection (4), the
company and every officer of the company who is in default and
every authorised representative of the company who knowingly and
wilfully authorises or permits the default shall each be guilty of an
offence and shall each be liable on conviction to a fine not exceeding
$2,000 and also to a default penalty.
(8) In this section, “registered business name” has the same
meaning as in section 2(1) of the Business Names Registration Act
2014.
(9) An appeal to the Minister against the following decisions of the
Registrar that are made on or after the date of commencement of

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2006 Ed. Companies CAP. 50 664
section 165 of the Companies (Amendment) Act 2014 may be made
by the following persons within the following times:
(a) in the case of the Registrar’s decision under subsection (5),
by the foreign company aggrieved by the decision within
30 days after the decision; and
(b) in the case of the Registrar’s refusal to give a direction to a
foreign company under subsection (5) pursuant to an
application under subsection (6), by the applicant
aggrieved by the refusal within 30 days after being
informed of the refusal.
(10) The Minister shall cause a direction given by him under
subsection (1)(d) to be published in the Gazette.
(11) A person may apply in the prescribed form to the Registrar for
the reservation of a name set out in the application as the name under
which a foreign company proposes to be registered, either originally
or upon change of name.
(12) A foreign company shall not be registered, whether on its
initial registration or by a subsequent change of name, by a name
unless the name has been reserved under subsection (15).
(13) The Registrar may approve an application made under
subsection (11) only if the Registrar is satisfied that —
(a) the application is made in good faith; and
(b) the name to be reserved is one in respect of which a foreign
company may be registered having regard to
subsections (1), (2) and (3).
(14) The Registrar must refuse to approve an application to reserve
a name under subsection (11) if the Registrar is satisfied that —
(a) the foreign company is likely to be used for an unlawful
purpose or for purposes prejudicial to public peace, welfare
or good order in Singapore; or
(b) it would be contrary to the national security or interest for
the foreign company to be registered.

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(15) Where an application for a reservation of a name is made under

subsection (11), the Registrar must reserve the proposed name for a
period starting at the time the Registrar receives the application and
ending —
(a) if the Registrar approves the application, 60 days after the
date on which the Registrar notifies the applicant that the
application has been approved, or such further period of 60
days as the Registrar may, on application made in good
faith, extend; or
(b) if the Registrar refuses to approve the application, on the
date on which the Registrar notifies the applicant of the
refusal.
(16) A person aggrieved by a decision of the Registrar —
(a) refusing to approve an application under subsection (11);
or
(b) refusing an application under subsection (15)(a) to extend
the reservation period,
may, within 30 days after being informed of the Registrar’s decision,
appeal to the Minister whose decision is final.
(17) The reservation of a name under this section in respect of a
foreign company does not in itself entitle the foreign company to be
registered by that name, either originally or upon change of name.
[Act 36 of 2014 wef 03/01/2016]

Register of members of foreign companies

379.—(1) A foreign company registered under this Division on or
after the appointed day must, within 30 days after it is registered —
(a) keep a register of its members at its registered office in
Singapore or at some other place in Singapore; and
(b) lodge a notice with the Registrar specifying the address at
which the register of members is kept.
(2) A foreign company registered under this Division before the
appointed day must, within 60 days after the appointed day —

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2006 Ed. Companies CAP. 50 666
(a) keep a register of its members at its registered office in
Singapore or at some other place in Singapore; and
(b) lodge a notice with the Registrar specifying the address at
which the register of members is kept.
(3) If there is any change in the address at which the register of
members mentioned in subsection (1) or (2) is kept, the foreign
company must, within 30 days after the change, lodge a notice of the
change with the Registrar.
(4) In this section, “appointed day” means the date of
commencement of section 46 of the Companies (Amendment)
Act 2017.
[Act 15 of 2017 wef 31/03/2017]

Contents of register and index of members of foreign

companies
380.—(1) The register of members of a foreign company required
to be kept under section 379 must contain the following particulars:
(a) the names and addresses of the members of the foreign
company;
(b) the date on which the name of each person was entered in
the register as a member;
(c) the date on which any person who ceased to be a member
during the previous 7 years so ceased to be a member;
(d) in the case of a foreign company having a share capital —
(i) 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; and
(ii) such particulars of the shares held by each member,
including the date of every allotment of shares to
members and the number of shares comprised in
each allotment;

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(e) such other particulars as may be prescribed.

(2) Every foreign company having more than 50 members must,
unless the register of members is in such a form as to constitute in
itself an index —
(a) keep an index in convenient form of the names of the
members;
(b) within 14 days after the date on which any alteration is
made in the register of members, make any necessary
alteration in the index; and
(c) keep the index at the same place as the register of
members.
(3) 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.
[Act 15 of 2017 wef 31/03/2017]

Register to be prima facie evidence

381. A register of members of a foreign company kept under
section 379 is prima facie evidence of any matter which the register is
required under this Division to be contained.
[Act 15 of 2017 wef 31/03/2017]

Certificate as to shareholding
382. A certificate made under the seal of a foreign company (or in
any manner permitted for certificates of such type by the laws of the
country or territory in which the foreign company is incorporated or
established) specifying any shares held by any member of that
company and registered in the register of members of the foreign
company kept under section 379 is prima facie evidence of the title of
the member to the shares and the registration of the shares in that
register.
[Act 15 of 2017 wef 31/03/2017]

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2006 Ed. Companies CAP. 50 668
No civil proceedings to be brought in respect of bearer shares
or share warrants
383.—(1) Any allotment, issue, sale, transfer, assignment or other
disposition in Singapore of any bearer share or share warrant by a
foreign company registered under this Division is void.
(2) No civil proceedings may be brought or maintained in any court
for or in respect of any bearer share or share warrant allotted, issued,
sold, transferred, assigned or disposed by a foreign company
registered under this Division.
[Act 15 of 2017 wef 31/03/2017]

Application of provisions of Act

384. Regulations made under section 411 may —
(a) provide for —
(i) the application of any provision of Division 7 of
Part IV relating to the transfer of shares in a company
to the transfer of shares in a foreign company; and
(ii) the application of Division 4 of Part V relating to the
register of members to the register of members of a
foreign company,
subject to such adaptations, modifications or additions as
may be prescribed; and
(b) exempt any foreign company or class of foreign companies
from all or any provision of this Division.
[Act 15 of 2017 wef 31/03/2017]

385. [Repealed by Act 15 of 2017 wef 31/03/2017]

Penalties
386. If default is made by any foreign company in complying with
any provision of this Division, other than a provision in which a
penalty or punishment is expressly mentioned, the company and
every officer of the company who is in default and every authorised
representative of the company who knowingly and wilfully
authorises or permits the default shall be guilty of an offence and

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shall be liable on conviction to a fine not exceeding $1,000 and also to

a default penalty.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

PART XIA
REGISTER OF CONTROLLERS AND NOMINEE
DIRECTORS OF COMPANIES
[Act 15 of 2017 wef 31/03/2017]

Application of this Part

386AA.—(1) This Part applies to —
(a) all companies other than a company that is set out in the
Fourteenth Schedule; and
(b) all foreign companies registered under Division 2 of
Part XI other than a foreign company that is set out in the
Fifteenth Schedule.
(2) The obligation to comply with this Part extends to all natural
persons, whether resident in Singapore or not and whether citizens of
Singapore or not, and to all entities, whether formed, constituted or
carrying on business in Singapore or not.
(3) This Part extends to acts done or omitted to be done outside
Singapore.
[Act 15 of 2017 wef 31/03/2017]

Interpretation of this Part

386AB. In this Part, unless the context otherwise requires —
“approved exchange” means an approved exchange as defined
in section 2(1) of the Securities and Futures Act (Cap. 289);
“controller” means an individual controller or a corporate
controller;
“corporate controller”, in relation to a company or a foreign
company, means a legal entity which has a significant interest
in, or significant control over, the company or the foreign
company, as the case may be;

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2006 Ed. Companies CAP. 50 670
“individual controller”, in relation to a company or a foreign
company, means an individual who has a significant interest
in, or significant control over, the company or the foreign
company, as the case may be;
“legal entity” means any body corporate formed or incorporated
or existing in Singapore or outside Singapore and includes a
foreign company;
“limited liability partnership” has the same meaning given to it
by section 4(1) of the Limited Liability Partnerships Act
(Cap. 163A);
“member of the public” includes —
(a) in the case of a company, any member of the
company acting in the member’s capacity as such;
and
(b) in the case of a foreign company, any member of the
foreign company acting in the member’s capacity as
such;
“register of controllers” or “register” —
(a) in relation to a company to which this Part applies,
means the register that the company is required to
keep of its registrable controllers under
section 386AF(1), (2) or (3); and
(b) in relation to a foreign company to which this Part
applies, means the register that the foreign company
is required to keep of its registrable controllers under
section 386AF(4), (5) or (6);
“registered filing agent” means a filing agent registered under
section 28F of the Accounting and Corporate Regulatory
Authority Act (Cap. 2A);
“significant control”, in relation to a company or a foreign
company, has the meaning given to it in the Sixteenth
Schedule;

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“significant interest”, in relation to a company or a foreign

company, has the meaning given to it in the Sixteenth
Schedule.
[Act 15 of 2017 wef 31/03/2017]

Meaning of “registrable”
386AC. For the purposes of this Part, in relation to a company (X)
or a foreign company (X), a controller (A) is registrable unless —
(a) A’s significant interest in or significant control over X is
only through one or more controllers (B) of X;
(b) A is a controller of B (or each B if more than one); and
(c) B (or each B if more than one) is either —
(i) a company, or foreign company to which this Part
applies, that is required to keep a register of
controllers under section 386AF;
(ii) a company that is set out in the Fourteenth Schedule;
(iii) a foreign company that is set out in the Fifteenth
Schedule;
(iv) a corporation which shares are listed for quotation on
an approved exchange;
(v) a limited liability partnership to which Part VIA of
the Limited Liability Partnerships Act (Cap. 163A)
applies, that is required to keep a register of
controllers of limited liability partnerships under
that Act;
(vi) a limited liability partnership that is set out in the
Sixth Schedule to the Limited Liability Partnerships
Act; or
(vii) a trustee of an express trust to which Part VII of the
Trustees Act (Cap. 337) applies.
[Act 15 of 2017 wef 31/03/2017]

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2006 Ed. Companies CAP. 50 672
State of mind of corporation, unincorporated association, etc.
386AD.—(1) Where, in a proceeding for an offence under this Part,
it is necessary to prove the state of mind of a corporation in relation to
a particular conduct, evidence that —
(a) an officer, employee or agent of the corporation engaged in
that conduct within the scope of the officer’s, employee’s
or agent’s actual or apparent authority; and
(b) the officer, employee or agent had that state of mind,
is evidence that the corporation had that state of mind.
(2) Where, in a proceeding for an offence under this Part, it is
necessary to prove the state of mind of an unincorporated association
or a partnership in relation to a particular conduct, evidence that —
(a) an employee or agent of the unincorporated association or
the partnership engaged in that conduct within the scope of
the employee’s or agent’s actual or apparent authority; and
(b) the employee or agent had that state of mind,
is evidence that the unincorporated association or partnership had that
state of mind.
[Act 15 of 2017 wef 31/03/2017]

Meaning of “legal privilege”

386AE.—(1) For the purposes of this Part, information or a
document is subject to legal privilege if —
(a) it is a communication made between a lawyer and a client,
or a legal counsel acting as such and the legal counsel’s
employer, in connection with the lawyer giving legal
advice to the client or the legal counsel giving legal advice
to the employer, as the case may be;
(b) it is a communication made between 2 or more lawyers
acting for a client, or 2 or more legal counsel acting as such
for their employer, in connection with one or more of the
lawyers giving legal advice to the client or one or more of
the legal counsel giving legal advice to the employer, as the
case may be;

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(c) it is a communication made —

(i) between a client, or an employer of a legal counsel,
and another person;
(ii) between a lawyer acting for a client and either the
client or another person; or
(iii) between a legal counsel acting as such for the legal
counsel’s employer and either the employer or
another person,
in connection with, and for the purposes of, any legal
proceedings (including anticipated or pending legal
proceedings) in which the client or employer, as the case
may be, is or may be, or was or might have been, a party;
(d) it is an item, or a document (including its contents), that is
enclosed with or mentioned in any communication in
paragraph (a) or (b) and that is made or prepared by any
person in connection with a lawyer or legal counsel, or one
or more of the lawyers or legal counsel, in either paragraph
giving legal advice to the client or the employer of the legal
counsel, as the case may be; or
(e) it is an item, or a document (including its contents), that is
enclosed with or mentioned in any communication in
paragraph (c) and that is made or prepared by any person in
connection with, and for the purposes of, any legal
proceedings (including anticipated or pending legal
proceedings) in which the client or the employer of the
legal counsel, as the case may be, is or may be, or was or
might have been, a party,
but it is not any such communication, item or document that is made,
prepared or held with the intention of furthering a criminal purpose.
(2) In subsection (1) —
“client”, in relation to a lawyer, includes an agent of or other
person representing a client and, if a client has died, a
personal representative of the client;

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2006 Ed. Companies CAP. 50 674
“employer”, in relation to a legal counsel, includes —
(a) if the employer is one of a number of corporations
that are related to each other under section 6, every
corporation so related as if the legal counsel is also
employed by each of the related corporations;
(b) if the employer is a public agency within the meaning
of section 128A(6) of the Evidence Act (Cap. 97) and
the legal counsel is required as part of the legal
counsel’s duties of employment or appointment to
provide legal advice or assistance in connection with
the application of the law or any form of resolution of
legal dispute to any other public agency or agencies,
the other public agency or agencies as if the legal
counsel is also employed by the other public agency
or each of the other public agencies; and
(c) an employee or officer of the employer;
“lawyer” means a solicitor or a professional legal adviser, and
includes an interpreter or other person who works under the
supervision of a solicitor or a professional legal adviser;
“legal counsel” means a legal counsel as defined in section 3(7)
of the Evidence Act, and includes an interpreter or other
person who works under the supervision of a legal counsel.
[Act 15 of 2017 wef 31/03/2017]

Register of controllers
386AF.—(1) A company incorporated on or after the appointed
day must keep a register of its registrable controllers not later than
30 days after the date of the company’s incorporation.
(2) A company incorporated before the appointed day must keep a
register of its registrable controllers not later than 60 days after the
appointed day.
(3) If a company that is not a company to which this Part applies
subsequently becomes a company to which this Part applies, the
company must keep a register of its registrable controllers not later

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675 CAP. 50 Companies 2006 Ed.

than 60 days after the date on which this Part applies or re-applies to
the company.
(4) A foreign company registered under Division 2 of Part XI on or
after the appointed day must keep a register of its registrable
controllers not later than 30 days after the date of the foreign
company’s registration.
(5) A foreign company registered under Division 2 of Part XI
before the appointed day must keep a register of its registrable
controllers not later than 60 days after the appointed day.
(6) If a foreign company that is not a foreign company to which this
Part applies subsequently becomes a foreign company to which this
Part applies, the foreign company must keep a register of its
registrable controllers not later than 60 days after the date on which
this Part applies or re-applies to the foreign company.
(7) A company or foreign company must ensure that its register —
(a) contains such particulars of the company’s or foreign
company’s registrable individual controllers and
registrable corporate controllers as may be prescribed;
(b) is updated if any change to the prescribed particulars
occurs; and
(c) is kept in such form and at such place as may be prescribed.
(8) A company or foreign company must enter the particulars in its
register and update the register within the prescribed time and in the
prescribed manner.
(9) A company or foreign company must —
(a) enter the particulars of any controller in its register, or
update the particulars of that controller in the register, after
the particulars of that controller are confirmed by the
controller; or
(b) if the company or foreign company does not receive the
controller’s confirmation, enter or update the particulars
with a note indicating that the particulars have not been
confirmed by the controller.

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2006 Ed. Companies CAP. 50 676
(10) For the purposes of subsection (9)(a), the particulars of the
controller to be entered, or updated, in a register must be confirmed
by the controller in the prescribed manner.
(11) Subject to section 386AM, a company or foreign company
must not disclose, or make available for inspection, a register or any
particulars contained in the register to any member of the public.
(12) If a company fails to comply with —
(a) subsection (1), (2) or (3), whichever is applicable; or
(b) subsection (7), (8), (9) or (11),
the company, and every officer of the company who is in default,
shall each be guilty of an offence and shall each be liable on
conviction to a fine not exceeding $5,000.
(13) If a foreign company fails to comply with —
(a) subsection (4), (5) or (6), whichever is applicable; or
(b) subsection (7), (8), (9) or (11),
the foreign company, and every officer of the foreign company who is
in default, shall each be guilty of an offence and shall each be liable
on conviction to a fine not exceeding $5,000.
(14) In this section, “appointed day” means the date of
commencement of section 47 of the Companies (Amendment)
Act 2017.
[Act 15 of 2017 wef 31/03/2017]

Duty of company and foreign company to investigate and

obtain information
386AG.—(1) A company or foreign company must take reasonable
steps to find out and identify the registrable controllers of the
company or foreign company.
(2) A company (A) or foreign company (A) —
(a) must give a notice to any person (B) whom A knows or has
reasonable grounds to believe is a registrable controller in
relation to A, requiring B —

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677 CAP. 50 Companies 2006 Ed.

(i) to state whether B is or is not a registrable controller

of A;
(ii) to state whether B knows or has reasonable grounds
to believe that any other person (C) is a registrable
controller of A or is likely to have that knowledge
and to give such particulars of C that are within B’s
knowledge; and
(iii) to provide such other information as may be
prescribed; and
(b) must give a notice to any person (D) whom A knows, or has
reasonable grounds to believe knows, the identity of a
person who is a registrable controller of A or is likely to
have that knowledge, requiring D —
(i) to state whether D knows or has reasonable grounds
to believe that any other person (E) is a registrable
controller of A or is likely to have that knowledge
and to give such particulars of E that are within D’s
knowledge; and
(ii) to provide such other information as may be
prescribed.
(3) A notice mentioned in subsection (2) —
(a) must state that the addressee must comply with the notice
not later than the time prescribed for compliance;
(b) must be in such form, contain such particulars and be sent
in such manner, as may be prescribed; and
(c) must be given within such period as may be prescribed
after the company or foreign company first knows the
existence of, or first has reasonable grounds to believe that
there exists, a person to whom a notice must be given under
that subsection.
(4) Subsection (2) does not require a company or foreign company
to give notice to any person in respect of any information that is
required to be stated or provided pursuant to the notice if the

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2006 Ed. Companies CAP. 50 678
information was previously provided by that person or by any
registered filing agent on behalf of that person.
(5) If a company or foreign company fails to comply with
subsection (2) or (3), the company or foreign company, and every
officer of the company or foreign company who is in default, shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $5,000.
(6) An addressee of a notice under subsection (2) must comply with
the notice within the time specified in the notice for compliance
except that an addressee is not required to provide any information
that is subject to legal privilege.
(7) An addressee of a notice under subsection (2) who fails to
comply with subsection (6) shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding $5,000.
[Act 15 of 2017 wef 31/03/2017]

Duty of company and foreign company to keep information

up-to-date
386AH.—(1) If a company or foreign company knows or has
reasonable grounds to believe that a relevant change has occurred in
the particulars of a registrable controller that are stated in the
company’s or foreign company’s register of controllers, the company
or foreign company must give notice to the registrable controller —
(a) to confirm whether or not the change has occurred; and
(b) if the change has occurred —
(i) to state the date of the change; and
(ii) to provide the particulars of the change.
(2) A company or foreign company must give the notice mentioned
in subsection (1) within such period as may be prescribed after it first
knows of the change or first has reasonable grounds to believe that the
change has occurred.
(3) Section 386AG(3)(a) and (b) applies to a notice under this
section as it applies to a notice under that section.

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(4) Subsection (1) does not require a company or foreign company

to give notice to any person in respect of any information that was
previously provided by that person or by any registered filing agent
on behalf of that person.
(5) If a company or foreign company fails to comply with
subsection (1) or (2), or section 386AG(3)(a) and (b) as applied by
subsection (3), the company or foreign company, and every officer of
the company or foreign company who is in default, shall each be
guilty of an offence and shall each be liable on conviction to a fine not
exceeding $5,000.
(6) An addressee of a notice under subsection (1) who fails to
comply with the notice within the time specified in the notice for
compliance shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $5,000.
(7) For the purposes of this section, a relevant change occurs if —
(a) a person ceases to be a registrable controller in relation to
the company or foreign company, as the case may be; or
(b) any other change occurs as a result of which the particulars
of the registrable controller in the company’s or foreign
company’s register of controllers are incorrect or
incomplete.
[Act 15 of 2017 wef 31/03/2017]

Duty of company and foreign company to correct information

386AI.—(1) If a company or foreign company knows or has
reasonable grounds to believe that any of the particulars of a
registrable controller that are stated in the company’s or foreign
company’s register is incorrect, the company or foreign company
must give notice to the registrable controller to confirm whether the
particulars are correct and, if not, to provide the correct particulars.
(2) A company or foreign company must give the notice mentioned
in subsection (1) within such period as may be prescribed after it first
knows or first has reasonable grounds to believe that the information
is incorrect.

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2006 Ed. Companies CAP. 50 680
(3) Section 386AG(3)(a) and (b) applies to a notice under this
section as it applies to a notice under that section.
(4) Subsection (1) does not require a company or foreign company
to give notice to any person in respect of any information that was
previously provided by that person or by any registered filing agent
on behalf of that person.
(5) If a company or foreign company fails to comply with
subsection (1) or (2), or section 386AG(3)(a) and (b) as applied by
subsection (3), the company or foreign company, and every officer of
the company or foreign company who is in default, shall each be
guilty of an offence and shall each be liable on conviction to a fine not
exceeding $5,000.
(6) An addressee of a notice under subsection (1) who fails to
comply with the notice within the time specified in the notice for
compliance shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $5,000.
[Act 15 of 2017 wef 31/03/2017]

Controller’s duty to provide information

386AJ.—(1) A person who knows or ought reasonably to know
that the person is a registrable controller in relation to a company or
foreign company must —
(a) notify the company or foreign company, as the case may
be, that the person is a registrable controller in relation to
the company or foreign company;
(b) state the date, to the best of the person’s knowledge, on
which the person became a registrable controller in relation
to the company or foreign company; and
(c) provide such other information as may be prescribed.
(2) The person mentioned in subsection (1) must comply with the
requirements of that subsection within such period as may be
prescribed after the date on which that person first knew or ought
reasonably to have known that that person was a registrable
controller.

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(3) A person need not comply with the requirements of

subsection (1) if the person has received a notice from the
company or foreign company under section 386AG(2) and has
complied with the requirements of the notice within the time
specified in the notice for compliance.
(4) If a person fails to comply with subsection (1) or (2), the person
shall be guilty of an offence and shall be liable on conviction to a fine
not exceeding $5,000.
[Act 15 of 2017 wef 31/03/2017]

Controller’s duty to provide change of information

386AK.—(1) A person who is a registrable controller in relation to
a company or foreign company who knows, or ought reasonably to
know that a relevant change has occurred in the prescribed particulars
of the registrable controller must notify the company or foreign
company of the relevant change —
(a) stating the date that the change occurred; and
(b) providing the particulars of the change.
(2) The person mentioned in subsection (1) must comply with the
requirements of that subsection within such period as may be
prescribed after the date on which that person first knew or ought
reasonably to have known of the relevant change.
(3) A person need not comply with the requirements of
subsection (1) if the person has received a notice from the
company or foreign company under section 386AH(1) and has
complied with the requirements of the notice within the time
specified in the notice for compliance.
(4) Any person who fails to comply with subsection (1) or (2) shall
be guilty of an offence and shall be liable on conviction to a fine not
exceeding $5,000.
(5) For the purposes of this section, a relevant change occurs if —
(a) a person ceases to be a registrable controller in relation to
the company or foreign company, as the case may be; or

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2006 Ed. Companies CAP. 50 682
(b) there is a change in the person’s contact details or such
other particulars as may be prescribed.
[Act 15 of 2017 wef 31/03/2017]

Nominee directors
386AL.—(1) A director of a company incorporated on or after the
appointed day —
(a) who is a nominee must inform the company of that fact and
provide such prescribed particulars of the person for whom
the director is a nominee within 30 days after the date of
incorporation; and
(b) who becomes a nominee must inform the company of that
fact and provide such prescribed particulars of the person
for whom the director is a nominee within 30 days after the
director becomes a nominee.
(2) A director of a company incorporated before the appointed
day —
(a) who is a nominee must inform the company of that fact and
provide such prescribed particulars of the person for whom
the director is a nominee within 60 days after the appointed
day; and
(b) who becomes a nominee must inform the company of that
fact and provide such prescribed particulars of the person
for whom the director is a nominee within 30 days after the
director becomes a nominee.
(3) A director of a company mentioned in subsection (1) or (2) must
inform the company —
(a) that he ceases to be a nominee within 30 days after the
cessation; and
(b) of any change to the particulars provided to the company
under that subsection within 30 days after the change.
(4) A company must keep a register of its directors who are
nominees (called in this Part the register of nominee directors) in such
form and at such place as may be prescribed.

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(5) Subject to section 386AM, a company must not disclose, or

make available for inspection, the register of nominee directors or any
particulars contained in the register of nominee directors to any
member of the public.
(6) If a director fails to comply with subsection (1), (2) or (3), the
director shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $5,000.
(7) If a company fails to comply with subsection (4) or (5), the
company, and every officer of the company who is in default, shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $5,000.
(8) In this section, a director is a nominee if the director is
accustomed or under an obligation whether formal or informal to act
in accordance with the directions, instructions or wishes of any other
person.
(9) In this section, “appointed day” means the date of
commencement of section 47 of the Companies (Amendment)
Act 2017.
[Act 15 of 2017 wef 31/03/2017]

Power to enforce
386AM.—(1) The Registrar or an officer of the Authority may —
(a) require a company or foreign company to which this Part
applies to produce its register, its register of nominee
directors and any other document relating to those registers
or the keeping of those registers;
(b) inspect, examine and make copies of the registers and any
document so produced; and
(c) make such inquiry as may be necessary to ascertain
whether the provisions of this Part are complied with.
(2) Where any register or documents as are mentioned in
subsection (1) are kept in electronic form —
(a) the power of the Registrar or an officer of the Authority in
subsection (1)(a) to require the register or any documents
to be produced includes the power to require a copy of the

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2006 Ed. Companies CAP. 50 684
register or documents to be made available in legible form
and subsection (1)(b) is to accordingly apply in relation to
any copy so made available; and
(b) the power of the Registrar or an officer of the Authority
under subsection (1)(b) to inspect the register or any
documents includes the power to require any person on the
premises in question to give the Registrar or the officer of
the Authority such assistance as the Registrar or officer
may reasonably require to enable the Registrar or officer to
inspect and make copies of the register or documents in
legible form, and to make records of the information
contained in them.
(3) The powers conferred on the Registrar or an officer of the
Authority under subsections (1) and (2) may be exercised by a public
agency to enable the public agency to administer or enforce any
written law.
(4) Any person who fails to comply with any requirement imposed
under subsection (1) or (2) shall be guilty of an offence and shall be
liable on conviction to a fine not exceeding $5,000.
(5) This section applies in addition to any right of inspection
conferred by section 396A.
(6) In this section, “public agency” means a public officer, an Organ
of State or a ministry or department of the Government, or a public
authority established by or under any public Act for a public purpose
or a member, an officer or an employee, or any department, thereof.
[Act 15 of 2017 wef 31/03/2017]

Central register of controllers

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

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(a) the Registrar must keep a central register of controllers

consisting of the particulars contained in the registers kept
by companies and foreign companies to which this Part
applies; and
(b) the Registrar must require any company or foreign
company to which this Part applies to lodge with the
Registrar —
(i) all particulars contained in the company’s or foreign
company’s register maintained under section 386AF;
and
(ii) all updates to the company’s or foreign company’s
register that occur after the lodgment of the
particulars under sub-paragraph (i).
(3) A lodgment mentioned in subsection (2)(b) must be made in
such form and manner, and within such time, as may be prescribed.
(4) If a company or foreign company fails to comply with
subsection (2)(b) or (3), the company or foreign company, and
every officer of the company or foreign company who is in default,
shall each be guilty of an offence and shall each be liable on
conviction to a fine not exceeding $5,000.
(5) Except in such circumstances as may be prescribed, the
Registrar must not disclose, or make available for inspection, the
central register of controllers of companies and foreign companies
kept by the Registrar under this section to any member of the public.
[Act 15 of 2017 wef 31/03/2017]

Codes of practice, etc.

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

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(2) The Registrar may publish any such code, guidance, guideline,
policy statement or practice direction, in such manner as the Registrar
thinks fit.
(3) The Registrar may revoke, vary, revise or amend the whole or
any part of any code, guidance, guideline, policy statement or practice
direction issued under this section in such manner as the Registrar
thinks fit.
(4) Where amendments are made under subsection (3) —
(a) the other provisions of this section apply, with the
necessary modifications, to such amendments as they
apply to the code, guidance, guideline, policy statement
and practice direction; and
(b) any reference in this Act or any other written law to the
code, guidance, guideline, policy statement or practice
direction however expressed is to be treated, unless the
context otherwise requires, as a reference to the code,
guidance, guideline, policy statement or practice direction
as so amended.
(5) The failure by any person to comply with any of the provisions
of a code, guidance, guideline, policy statement or practice direction
issued under this section that applies to that person does not of itself
render that person liable to criminal proceedings but any such failure
may, in any proceedings whether civil or criminal, be relied upon by
any party to the proceedings as tending to establish or to negate any
liability which is in question in the proceedings.
(6) Any code, guidance, guideline, policy statement or practice
direction issued under this section —
(a) may be of general or specific application; and
(b) may specify that different provisions apply to different
circumstances or provide for different cases or classes of
cases.
(7) It is not necessary to publish any code, guidance, guideline,
policy statement or practice direction issued under this section in the
Gazette.
[Act 15 of 2017 wef 31/03/2017]

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Exemption
386AP. The Minister may, by order in the Gazette, exempt any
person or class of persons from all or any of the provisions of this
Part.
[Act 15 of 2017 wef 31/03/2017]

PART XII
GENERAL
Division 1 — Enforcement of this Act
Interpretation
386A. In this section and sections 387B, 387C, 397 and 401, unless
the contrary intention appears —
“consolidated financial statements” and “parent company” have
the same meanings as in section 209A;
“financial statements” means the financial statements of a
company required to be prepared by the Accounting
Standards and, in the case of a parent company, means the
consolidated financial statements.
[Act 36 of 2014 wef 01/07/2015]

Service of documents on company

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

Electronic transmission of notices of meetings

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

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2006 Ed. Companies CAP. 50 688
that notice may be given, sent or served using electronic
communications to the current address of that person.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(2) For the purposes of this section, a notice of a meeting shall also
be treated as given or sent to, or served on a person where —
(a) the company and that person have agreed in writing that
notices of meetings required to be given to that person may
instead be accessed by him on a website;
(b) the meeting is a meeting to which that agreement applies;
(c) the notice is published on the website such that it is or can
be made legible;
(d) that person is notified, in a manner for the time being
agreed between him and the company for the purpose,
of —
(i) the publication of the notice on that website;
(ii) the address of that website; and
(iii) the place on that website where the notice may be
accessed, and how it may be accessed; and
(e) the notice continues to be published on and remains
accessible to that person from that website throughout the
period beginning with the giving of that notification and
ending with the conclusion of the meeting.
[5/2004]

(3) For the purposes of this Act, a notice of a meeting treated in

accordance with subsection (2) as given or sent to or served on any
person shall be treated as so given, sent or served at the time of the
notification mentioned in subsection (2)(d).
[5/2004]

(4) A notice of a meeting given for the purposes of subsection (2)(d)

shall specify such matters or information as may be required for a
notice of that type under any other provision of this Act or the
constitution of that company.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

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(5) Nothing in subsection (2) shall invalidate the proceedings of a

meeting where —
(a) any notice of a meeting that is required to be published and
remain accessible as mentioned in paragraph (e) of that
subsection is published and remains accessible for a part,
but not all, of the period mentioned in that paragraph; and
(b) the failure to publish and make accessible that notice
throughout that period is wholly attributable to
circumstances which it would not be reasonable to have
expected the company to prevent or avoid.
[5/2004]

(6) A company may, notwithstanding any provision to the contrary

in its constitution, take advantage of subsection (1), (2), (3), (4) or (5).
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(7) For the purposes of this section and section 387B, the current
address of a person of a company, in relation to any notice or
document, is a number or address used for electronic communication
which —
(a) has been notified by the person in writing to the company
as one at which that notice or document may be sent to
him; and
(b) the company has no reason to believe that that notice or
document sent to the person at that address will not reach
him.
[5/2004]

Electronic transmission of documents

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

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2006 Ed. Companies CAP. 50 690
that document may be given, sent or served using electronic
communications to the current address of that person.
[Act 36 of 2014 wef 03/01/2016]

(2) For the purposes of this section, a document shall also be treated
as given or sent to, or served on a person where —
(a) the company and that person have agreed in writing to his
having access to documents on a website (instead of their
being sent to him);
(b) the document is a document to which that agreement
applies;
(c) the document is published on the website such that it is or
can be made legible; and
(d) that person is notified, in a manner for the time being
agreed for that purpose between him and the company,
of —
(i) the publication of the document on that website;
(ii) the address of that website; and
(iii) the place on that website where the document may be
accessed, and how it may be accessed.
[5/2004]

(3) Where any provision of this Act or of the constitution of the

company requires any document to be given or sent to, or served on a
person not less than a specified number of days before a meeting, that
document, if treated in accordance with subsection (2) as given or
sent to, or served on any person, shall be treated as given or sent to, or
served on the person not less than the specified number of days before
the date of a meeting if, and only if —
(a) the document is published on and remains accessible to
that person from the website throughout a period beginning
before the specified number of days before the date of the
meeting and ending with the conclusion of the meeting;
and

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(b) the notification given for the purposes of subsection (2)(d)

is given not less than the specified number of days before
the date of the meeting.
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

(4) Nothing in subsection (3) shall invalidate the proceedings of a

meeting where —
(a) any document that is required to be published and remain
accessible as mentioned in paragraph (a) of that subsection
is published and remains accessible for a part, but not all,
of the period mentioned in that paragraph; and
(b) the failure to publish and make accessible that document
throughout that period is wholly attributable to
circumstances which it would not be reasonable to have
expected the company to prevent or avoid.
[5/2004]

(5) A company may, notwithstanding any provision to the contrary

in its constitution, take advantage of subsection (1), (2), (3) or (4).
[5/2004]
[Act 36 of 2014 wef 03/01/2016]

Electronic transmission in accordance with constitution, etc.

387C.—(1) Notwithstanding sections 387A and 387B, where a
notice of meeting or any accounts, balance-sheet, financial
statements, report or other document is required or permitted to be
given, sent or served under this Act or under the constitution of a
company by the company or the directors of the company to a
member of the company, that notice or document may be given, sent
or served using electronic communications with the express, implied
or deemed consent of the member in accordance with the constitution
of the company.
(2) For the purposes of this section, a member has given implied
consent if the constitution of the company —
(a) provides for the use of electronic communications;
(b) specifies the manner in which electronic communications
is to be used; and

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2006 Ed. Companies CAP. 50 692
(c) provides that the member shall agree to receive such notice
or document by way of such electronic communications
and shall not have a right to elect to receive a physical copy
of such notice or document.
(3) For the purposes of this section, but subject to regulations
mentioned in subsection (4), a member is deemed to have consented
if —
(a) the member was by notice in writing given an opportunity
to elect, within such period of time specified in the notice,
whether to receive the notice or document by way of
electronic communications or as a physical copy; and
(b) the member failed to make an election within the time so
specified.
[Act 15 of 2017 wef 31/08/2018]

(4) The Minister may make regulations under section 411 —

(a) to exclude any notice or document or any class of notices
or documents from the application of this section;
(b) to provide for safeguards for the use of electronic
communications under this section; and
(c) without prejudice to the generality of paragraph (b), to
provide that a member who is deemed to have consented to
receive notices or documents by way of electronic
communications may make a fresh election to receive
such notice or document as a physical copy and the manner
in which the fresh election may be made.
[Act 36 of 2014 wef 03/01/2016]

Security for costs

388.—(1) Where a corporation is plaintiff in any action or other
legal proceeding the court having jurisdiction in the matter may, if it
appears by credible testimony that there is reason to believe that the
corporation will be unable to pay the costs of the defendant if
successful in his defence, require sufficient security to be given for
those costs and stay all proceedings until the security is given.

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Costs
(2) The costs of any proceeding before a court under this Act shall
be borne by such party to the proceeding as the court may, in its
discretion, direct.

As to rights of witnesses to legal representation

389. Any person summoned for examination under Part IX or under
section 285 or 286 may, at his own cost, employ a solicitor who shall
be at liberty to put to him such questions as the inspector, Court or
District Judge considers just for the purpose of enabling him to
explain or qualify any answers given by him.

Disposal of shares of shareholder whose whereabouts unknown

390.—(1) Where by the exercise of reasonable diligence a
company is unable to discover the whereabouts of a shareholder
for a period of not less than 10 years, the company may cause an
advertisement to be published in a newspaper circulating in the place
shown in the register of members as the address of the shareholder
stating that the company after the expiration of one month from the
date of the advertisement intends to transfer the shares to the Official
Receiver.
(2) If, after the expiration of one month from the date of the
advertisement, the whereabouts of the shareholder remain unknown,
the company may transfer the shares held by the shareholder in the
company to the Official Receiver and for that purpose may execute
for and on behalf of the owner a transfer of those shares to the Official
Receiver.
(3) The Official Receiver shall sell or dispose of any shares so
received in such manner and at such time as he thinks fit and shall
deal with proceeds of the sale or disposal as if they were moneys paid
to him pursuant to section 322.

Power to grant relief

391.—(1) If in any proceedings for negligence, default, breach of
duty or breach of trust against a person to whom this section applies it
appears to the court before which the proceedings are taken that he is

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2006 Ed. Companies CAP. 50 694
or may be liable in respect thereof but that he has acted honestly and
reasonably and that, having regard to all the circumstances of the case
including those connected with his appointment, he ought fairly to be
excused for the negligence, default or breach the court may relieve
him either wholly or partly from his liability on such terms as the
court thinks fit.
(1A) For the avoidance of doubt and without prejudice to the
generality of subsection (1), “liability” includes the liability of a
person to whom this section applies to account for profits made or
received.
[8/2003]

(2) Where any person to whom this section applies has reason to
apprehend that any claim will or might be made against him in respect
of any negligence, default, breach of duty or breach of trust he may
apply to the Court for relief, and the Court shall have the same power
to relieve him as under this section it would have had if it had been a
court before which proceedings against him for negligence, default,
breach of duty or breach of trust had been brought.
(3) The persons to whom this section applies are —
(a) officers of a corporation;
(b) persons employed by a corporation as auditors, whether
they are or are not officers of the corporation;
(c) experts within the meaning of this Act; and
(d) persons who are receivers, receivers and managers or
liquidators appointed or directed by the Court to carry out
any duty under this Act in relation to a corporation and all
other persons so appointed or so directed.

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

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(b) a defect, irregularity or deficiency of notice or time.

[13/87]

(2) A proceeding under this Act is not invalidated by reason of any

procedural irregularity unless the Court is of the opinion that the
irregularity has caused or may cause substantial injustice that cannot
be remedied by any order of the Court and by order declares the
proceeding to be invalid.
[13/87]

(3) A meeting held for the purposes of this Act, or a meeting notice
of which is required to be given in accordance with the provisions of
this Act, or any proceeding at such a meeting, is not invalidated by
reason only of the accidental omission to give notice of the meeting or
the non-receipt by any person of notice of the meeting, unless the
Court, on the application of the person concerned, a person entitled to
attend the meeting or the Registrar, declares proceedings at the
meeting to be void.
[13/87]

(4) Subject to the following provisions of this section and without

limiting the generality of any other provision of this Act, the Court
may, on application by any interested person, make all or any of the
following orders, either unconditionally or subject to such conditions
as the Court imposes:
(a) an order declaring that any act, matter or thing purporting
to have been done, or any proceeding purporting to have
been instituted or taken, under this Act or in relation to a
corporation is not invalid by reason of any contravention
of, or failure to comply with, a provision of this Act or a
provision of any of the constituent documents of a
corporation;
(b) an order directing the rectification of any register kept by
the Registrar under this Act;
(c) an order relieving a person in whole or in part from any
civil liability in respect of a contravention or failure of a
kind referred to in paragraph (a);
(d) an order extending the period for doing any act, matter or
thing or instituting or taking any proceeding under this Act

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2006 Ed. Companies CAP. 50 696
or in relation to a corporation (including an order extending
a period where the period concerned expired before the
application for the order was made) or abridging the period
for doing such an act, matter or thing or instituting or
taking such a proceeding,
and may make such consequential or ancillary orders as the Court
thinks fit.
[13/87]

(5) An order may be made under subsection (4)(a) or (b)

notwithstanding that the contravention or failure referred to in the
paragraph concerned resulted in the commission of an offence.
[13/87]

(6) The Court shall not make an order under this section unless it is
satisfied —
(a) in the case of an order referred to in subsection (4)(a) —
(i) that the act, matter or thing, or the proceeding,
referred to in that paragraph is essentially of a
procedural nature;
(ii) that the person or persons concerned in or party to the
contravention or failure acted honestly; or
(iii) that it is in the public interest that the order be made;
(b) in the case of an order referred to in subsection (4)(c), that
the person subject to the civil liability concerned acted
honestly; and
(c) in every case, that no substantial injustice has been or is
likely to be caused to any person.
[13/87]

Privileged communications
393. No inspector appointed under this Act shall require disclosure
by a solicitor of any privileged communication made to him in that
capacity, except as respects the name and address of his client.

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Production and inspection of books or papers where offence

suspected
394.—(1) If, on an application made to a judge of the Court in
chambers by or on behalf of the Minister, there is shown to be
reasonable cause to believe that any person has, while an officer of a
company, committed an offence in connection with the management
of the company’s affairs and that evidence of the commission of the
offence is to be found in any books or papers of or under the control of
the company, an order may be made —
(a) authorising any person named therein to inspect such
books or papers or any of them for the purpose of
investigating and obtaining evidence of the offence; or
(b) requiring the secretary or such other officer as is named in
the order to produce such books or papers or any of them to
a person named in the order at a place so named.
(2) No appeal shall lie against any order or decision of a judge on or
in relation to an application under this section.

Form of company records

395.—(1) A company shall adequately record for future reference
the information required to be contained in any company records.
(2) Subject to subsection (1), company records may be —
(a) kept in hard copy form or in electronic form; and
(b) arranged in the manner that the directors of the company
think fit.
(3) If company records are kept in electronic form, the company
shall ensure that they are capable of being reproduced in hard copy
form.
(4) In this section and sections 396 and 396A —
“company” includes a corporation which is required to keep
company records under this Act;

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2006 Ed. Companies CAP. 50 698
“company record” means any register, index, minute book,
accounting record, minute or other document required by this
Act to be kept by a company;
“in electronic form” means in the form of an electronic record as
defined in section 2(1) of the Electronic Transactions Act
(Cap. 88);
“in hard copy form” means in a paper form or similar form
capable of being read.
[Act 36 of 2014 wef 01/07/2015]

Duty to take precautions against falsification

396.—(1) Where company records are kept otherwise than in hard
copy form, reasonable precautions shall be taken for —
(a) ensuring the proper maintenance and authenticity of the
company records;
(b) guarding against falsification; and
(c) facilitating the discovery of any falsifications.
(2) In the case where company records are kept in electronic form,
the company shall provide for the manner by which the records are to
be authenticated and verified.
(3) Where default is made in complying with subsection (1) or (2),
the company and every officer of the company who is in default shall
each be guilty of an offence and shall each be liable on conviction to a
fine not exceeding $1,000 and also to a default penalty.
[Act 36 of 2014 wef 01/07/2015]

Inspection of records
396A.—(1) Any company record which is by this Act required to
be available for inspection shall, subject to and in accordance with
this Act, be available for inspection at the place where in accordance
with this Act it is kept during the hours in which the registered office
of the company is accessible to the public.
(2) If company records are kept by the company by recording the
information in question in electronic form, any duty imposed on the
company under subsection (1) or any other provision of this Act to

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699 CAP. 50 Companies 2006 Ed.

allow inspection of the company records is to be regarded as a duty to

allow inspection of —
(a) a reproduction of the recording, or the relevant part of the
recording, in hard copy form; or
(b) if requested by the person inspecting the recording, the
recording, or the relevant part of the recording, by
electronic means.
(3) Any person permitted by this Act to inspect any company
records may make copies of or take extracts from it.
(4) Where company records are kept by the company by recording
the information in question in electronic form, the company shall
ensure that proper facilities shall be provided to enable the company
records to be inspected, and where default is made in complying with
this subsection, the company and every officer of the company who is
in default shall each be guilty of an offence and shall each be liable on
conviction to a fine not exceeding $1,000 and also to a default
penalty.
[Act 36 of 2014 wef 01/07/2015]

Translations of instruments, etc.

397.—(1) Where under this Act a corporation is required to lodge
with the Registrar any instrument, certificate, contract or document or
a certified copy thereof and the same is not written in the English
language, the corporation shall lodge at the same time with the
Registrar a certified translation thereof in the English language.
(2) Where under this Act a corporation is required to make
available for public inspection any instrument, certificate, contract
or document and the same is not written in the English language, the
corporation shall keep at its registered office in Singapore a certified
translation thereof in the English language.
(3) Where any accounts, financial statements, minute books or
other records of a corporation required by this Act to be kept are not
kept in the English language, the directors of the corporation shall
cause a true translation of such accounts, financial statements, minute
books and other records to be made from time to time at intervals of
not more than 7 days and shall cause such translations to be kept with

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2006 Ed. Companies CAP. 50 700
the original accounts, financial statements, minute books and other
records for so long as the original accounts, financial statements,
minute books and other records are required by this Act to be kept.
[Act 36 of 2014 wef 01/07/2015]

Certificate of incorporation conclusive evidence

398. A certificate of incorporation under the hand and seal of the
Registrar issued under this Act in force before 13th January 2003, a
notice of incorporation issued by the Registrar under this Act, and a
certificate of confirmation of incorporation of the Registrar issued
under this Act, shall each be conclusive evidence that all the
requirements of this Act in respect of registration and of matters
precedent and incidental thereto have been complied with, and that
the company referred to therein is duly incorporated under this Act.
[12/2002]
[Act 36 of 2014 wef 03/01/2016]

Court may compel compliance

399.—(1) If any person in contravention of this Act refuses or fails
to permit the inspection of any register, minute book or document or
to supply a copy of any register, minute book or document the Court
may by order compel an immediate inspection of the register, minute
book or document or order the copy to be supplied.
(2) If any officer or former officer of a company has failed or
omitted to do any act, matter or thing which under this Act he is or
was required or directed to do, the Court on the application of the
Registrar or any member of the company or the Official Receiver or
liquidator may, by order, require that officer or former officer to do
such act, matter or thing immediately or within such time as is
allowed by the order, and for the purpose of complying with any such
order a former officer shall be deemed to have the same status,
powers and duties as he had at the time the act, matter or thing should
have been done.

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701 CAP. 50 Companies 2006 Ed.

Division 2 — Offences
Restriction on offering shares, debentures, etc., for
subscription or purchase
400. [Repealed by S 236/2002]

False and misleading statement

401.—(1) Every corporation which advertises, circulates or
publishes any statement of the amount of its capital which is
misleading, or in which the amount of capital or subscribed capital is
stated but the amount of paid-up capital or the amount of any charge
on uncalled capital is not stated as prominently as the amount of
subscribed capital is stated, and every officer of the corporation who
knowingly authorises, directs or consents to such advertising,
circulation or publication shall be guilty of an offence.
[21/2005]

(2) Every person who in any return, report, certificate, balance-

sheet, financial statements or other document required by or for the
purposes of this Act wilfully makes or authorises the making of a
statement false or misleading in any material particular knowing it to
be false or misleading or wilfully omits or authorises the omission of
any matter or thing without which the document is misleading in a
material respect shall be guilty of an offence and shall be liable on
conviction to a fine not exceeding $50,000 or to imprisonment for a
term not exceeding 2 years or to both.
[Act 36 of 2014 wef 01/07/2015]

(2A) Any person who, for any purpose under this Act —
(a) lodges or files with or submits to the Registrar any
document; or
(b) authorises another person to lodge or file with or submit to
the Registrar any document,
knowing that document to be false or misleading in a material respect,
shall be guilty of an offence and shall be liable on conviction to a fine
not exceeding $50,000 or to imprisonment for a term not exceeding 2
years or to both.
[12/2002; 5/2004]

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2006 Ed. Companies CAP. 50 702
(3) For the purposes of subsection (2), where a person at a meeting
votes in favour of the making of a statement referred to in that
subsection he shall be deemed to have authorised the making of that
statement.
[62/70]

False statements or reports

402.—(1) An officer of a corporation who, with intent to deceive,
makes or furnishes, or knowingly and wilfully authorises or permits
the making or furnishing of, any false or misleading statement or
report to —
(a) a director, auditor, member, debenture holder or trustee for
debenture holders of the corporation; or
(b) in the case of a corporation that is a subsidiary, an auditor
of the holding company,
relating to the affairs of the corporation, shall be guilty of an offence
and shall be liable on conviction to a fine not exceeding $10,000 or to
imprisonment for a term not exceeding 2 years or to both.
[62/70; 49/73; 15/84; 42/2001]

(2) In subsection (1), “officer” includes a person who at any time

has been an officer of the corporation.

Dividends payable from profits only

403.—(1) No dividend shall be payable to the share-holders of any
company except out of profits.
[21/2005]

(1A) Subject to subsection (1B), any profits of a company applied

towards the purchase or acquisition of its own shares in accordance
with sections 76B to 76G shall not be payable as dividends to the
shareholders of the company.
[21/2005]

(1B) Subsection (1A) shall not apply to any part of the proceeds
received by the company as consideration for the sale or disposal of
treasury shares which the company has applied towards the profits of
the company.
[21/2005]

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703 CAP. 50 Companies 2006 Ed.

(1C) Any gains derived by the company from the sale or disposal of
treasury shares shall not be payable as dividends to the shareholders
of the company.
[21/2005]

(2) Every director or chief executive officer of a company who

wilfully pays or permits to be paid any dividend in contravention of
this section —
(a) shall, without prejudice to any other liability, 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; and
(b) shall also be liable to the creditors of the company for the
amount of the debts due by the company to them
respectively to the extent by which the dividends so paid
have exceeded the profits and such amount may be
recovered by the creditors or the liquidator suing on
behalf of the creditors.
[15/84; 21/2005]
[Act 36 of 2014 wef 03/01/2016]

(3) If the whole amount is recovered from one director or chief

executive officer he may recover contribution against any other
person liable who has directed or consented to such payment.
[Act 36 of 2014 wef 03/01/2016]

(4) No liability by this section imposed on any person shall on the

death of such person extend or pass to his executors or administrators
nor shall the estate of any such person after his decease be made liable
under this section.
(5) In this section, “dividend” includes bonus and payment by way
of bonus.

Fraudulently inducing persons to invest money

404.—(1) [Deleted by Act 42 of 2001]

Conspiracy
(2) [Deleted by Act 42 of 2001]

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2006 Ed. Companies CAP. 50 704
Obtaining payment of moneys, etc., to company by false
promise of officer or agent of company
(3) Whoever, being an officer or agent of any corporation, by any
deceitful means or false promise and with intent to defraud, causes or
procures any money to be paid or any chattel or marketable security
to be delivered to that corporation or to himself or any other person
for the use or benefit or on account of that corporation shall be guilty
of an offence and shall be liable on conviction to a fine not exceeding
$15,000 or to imprisonment for a term not exceeding 5 years or to
both.
[15/84]

Evidence of financial position of company

(4) Upon the trial of a charge of an offence under this section, the
opinion of any registered or public accountant as to the financial
position of any company at any time or during any period in respect of
which he has made an audit or examination of the affairs of the
company according to recognised audit practice shall be admissible
either for the prosecution or for the defence as evidence of the
financial position of the company at that time or during that period,
notwithstanding that the opinion is based in whole or in part on book-
entries, documents or vouchers or on written or verbal statements by
other persons.

Penalty for carrying on business without registering a

corporation and for improper use of words “Limited” and
“Berhad”
405.—(1) If any person —
(a) other than a foreign company, uses any name or title or
trades or carries on business under any name or title which
“Limited” or “Berhad” or any abbreviation, imitation or
translation of any of those words is the final word; or
(b) in any way holds out that the business is incorporated
under this Act,
that person shall, unless at that time the business was duly
incorporated under this Act, be guilty of an offence and shall be

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705 CAP. 50 Companies 2006 Ed.

liable on conviction to a fine not exceeding $10,000 or to

imprisonment for a term not exceeding 2 years or to both.
[Act 36 of 2014 wef 01/07/2015]

Restriction on the use of word “Private” or “Sendirian”

(2) A company shall not use the word “Private” or “Sendirian” or
any abbreviation thereof as part of its name if it does not fulfil the
requirements required by this Act to be fulfilled by private companies
and every corporation and every officer of a corporation who is in
default shall be guilty of an offence and shall be liable on conviction
to a fine not exceeding $5,000 and also to a default penalty.

Penalty for holding out business as registered foreign company

(3) If a person carrying on a business, his agent or a person acting
on his behalf, in any way holds out that the business is registered as a
foreign company under this Act when at the material time the
business was not so registered, that person shall be guilty of an
offence and shall be liable on conviction to a fine not exceeding
$10,000 or to imprisonment for a term not exceeding 2 years or to
both.
[Act 36 of 2014 wef 01/07/2015]

Frauds by officers
406. Every person who, while an officer of a company —
(a) has by deceitful or fraudulent or dishonest means or by
means of any other fraud induced any person to give credit
to the company;
(b) with intent to defraud creditors of the company, has made
or caused to be made any gift or transfer of or charge on, or
has caused or connived at the levying of any execution
against, the property of the company; or
(c) with intent to defraud creditors of the company, has
concealed or removed any part of the property of the
company since or within 2 months before the date of any
unsatisfied judgment or order for payment of money
obtained against the company,

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2006 Ed. Companies CAP. 50 706
shall be guilty of an offence and shall be liable on conviction to a fine
not exceeding $15,000 or to imprisonment for a term not exceeding 3
years or to both.
[15/84]

General penalty provisions

407.—(1) A person who —
(a) does that which under this Act he is forbidden to do;
(b) does not do that which under this Act he is required or
directed to do; or
(c) otherwise contravenes or fails to comply with any
provision of this Act,
shall be guilty of an offence.
(2) A person who is guilty of an offence under this Act shall be
liable on conviction to a penalty or punishment not exceeding the
penalty or punishment expressly mentioned as the penalty or
punishment for the offence, or if a penalty or punishment is not so
mentioned, to a fine not exceeding $1,000.
[15/84]

(3) Every summons issued for an offence committed by an officer

of a company or other person under this Act or any regulations may,
notwithstanding anything in this Act, be served —
(a) by delivering it to him;
(b) by delivering it to any adult person residing at his last
known place of abode or employed at his last known place
of business; or
(c) by forwarding it by registered post in a cover addressed to
him at his last known place of abode or business or at any
address furnished by him.
[15/84]

(4) In proving service by registered post, it shall be sufficient to

prove that the registered cover containing the summons was duly
addressed and posted.
[15/84]

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707 CAP. 50 Companies 2006 Ed.

Default penalties
408.—(1) Where a default penalty is provided in any section of this
Act, any person who is convicted of an offence under this Act or who
has been dealt with under section 409B for an offence under this Act
in relation to that section shall be guilty of a further offence under this
Act if the offence continues after he is so convicted or after he has
been so dealt with and liable to an additional penalty for each day
during which the offence so continues of not more than the amount
expressed in the section as the amount of the default penalty or, if an
amount is not so expressed, of not more than $200.
[15/84]
[Act 36 of 2014 wef 03/01/2016]

(2) Where any offence is committed by a person by reason of his

failure to comply with any provision of this Act under which he is
required or directed to do anything within a particular period, that
offence, for the purposes of subsection (1), shall be deemed to
continue so long as the thing so required or directed to be done by him
remains undone, notwithstanding that such period has elapsed.
(3) For the purposes of any provision of this Act which provides
that an officer of a company or corporation who is in default is guilty
of an offence under this Act or is liable to a penalty or punishment, the
phrase “officer who is in default” or any like phrase means any officer
of the company or corporation who knowingly and wilfully —
(a) is guilty of the offence; or
(b) authorises or permits the commission of the offence.

Proceedings how and when taken

409.—(1) Except where provision is otherwise made in this Act,
proceedings for any offence under this Act may, with the
authorisation of the Public Prosecutor, be taken by the Registrar or
with the written consent of the Minister by any person.
[15/2010 wef 02/01/2011]

(2) [Deleted by Act 36 of 2000]

(3) Proceedings for any offence under this Act, other than an
offence punishable with imprisonment for a term exceeding 6
months, may be prosecuted in a Magistrate’s Court and in the case

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2006 Ed. Companies CAP. 50 708
of an offence punishable with imprisonment for a term of 6 months or
more may be prosecuted in a District Court.
(4) [Deleted by Act 36 of 2014 wef 03/01/2016]
(5) [Deleted by Act 36 of 2014 wef 03/01/2016]
(6) [Deleted by Act 36 of 2014 wef 03/01/2016]
(7) Any punishment authorised by this Act may be imposed by a
District Court, notwithstanding that it is a greater punishment than
that Court is otherwise empowered to impose.
(8) The Registrar and any officer authorised by him in writing shall
have the right to appear and be heard before a Magistrate’s Court or a
District Court in any proceedings for an offence under this Act.
[15/84]

Injunctions
409A.—(1) Where a person has engaged, is engaging or is
proposing to engage in any conduct that constituted, constitutes or
would constitute a contravention of this Act, the Court may, on the
application of —
(a) the Registrar; or
(b) any person whose interests have been, are or would be
affected by the conduct,
grant an injunction restraining the first-mentioned person from
engaging in the conduct and, if in the opinion of the Court it is
desirable to do so, requiring that person to do any act or thing.
[13/87]

(2) Where a person has refused or failed, is refusing or failing, or is

proposing to refuse or fail, to do an act or thing that he is required by
this Act to do, the Court may, on the application of —
(a) the Registrar; or
(b) any person whose interests have been, are or would be
affected by the refusal or failure to do that act or thing,
grant an injunction requiring the first-mentioned person to do that act
or thing.

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709 CAP. 50 Companies 2006 Ed.

(3) Where an application is made to the Court for an injunction

under subsection (1), the Court may, if in the opinion of the Court it is
desirable to do so, before considering the application, grant an interim
injunction restraining a person from engaging in conduct of the kind
referred to in subsection (1) pending the determination of the
application.
(4) The Court may rescind or vary an injunction granted under
subsection (1), (2) or (3).
(5) Where an application is made to the Court for the grant of an
injunction restraining a person from engaging in conduct of a
particular kind, the power of the Court to grant the injunction may be
exercised —
(a) if the Court is satisfied that the person has engaged in
conduct of that kind — whether or not it appears to the
Court that the person intends to engage again, or to
continue to engage, in conduct of that kind; or
(b) if it appears to the Court that, in the event that an injunction
is not granted, it is likely the person will engage in conduct
of that kind — whether or not the person has previously
engaged in conduct of that kind and whether or not there is
an imminent danger of substantial damage to any person if
the first-mentioned person engages in conduct of that kind.
(6) Where an application is made to the Court for a grant of an
injunction requiring a person to do a particular act or thing, the power
of the Court to grant the injunction may be exercised —
(a) if the Court is satisfied that the person has refused or failed
to do that act or thing — whether or not it appears to the
Court that the person intends to refuse or fail again, or to
continue to refuse or fail, to do that act or thing; or
(b) if it appears to the Court that, in the event that an injunction
is not granted, it is likely the person will refuse or fail to do
that act or thing — whether or not the person has
previously refused or failed to do that act or thing and
whether or not there is an imminent danger of substantial

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2006 Ed. Companies CAP. 50 710
damage to any person if the first-mentioned person refuses
or fails to do that act or thing.
(7) Where the Registrar makes an application to the Court for the
grant of an injunction under this section, the Court shall not require
the Registrar or any other person, as a condition of granting an interim
injunction, to give any undertakings as to damages.
(8) Where the Court has power under this section to grant an
injunction restraining a person from engaging in particular conduct,
or requiring a person to do a particular act or thing, the Court may,
either in addition to or in substitution for the grant of the injunction,
order that person to pay damages to any other person.

Composition of offences
409B.—(1) The Registrar may, in his discretion, compound any
offence under this Act which is prescribed as a compoundable
offence by collecting from a person reasonably suspected of having
committed the offence a sum of money not exceeding the lower of the
following:
(a) one half of the amount of the maximum fine that is
prescribed for the offence;
(b) $5,000.
(2) The Registrar may, in his discretion, compound any offence
under this Act (including an offence under a provision that has been
repealed) which —
(a) was compoundable under this Act at the time the offence
was committed; but
(b) has ceased to be so compoundable,
by collecting from a person reasonably suspected of having
committed the offence a sum of money not exceeding the lower of
the following:
(i) one half of the amount of the maximum fine that is
prescribed for the offence at the time it was committed;
(ii) $5,000.

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711 CAP. 50 Companies 2006 Ed.

(3) On payment of such sum of money referred to in subsection (1)

or (2), no further proceedings shall be taken against that person in
respect of the offence.
(4) The Minister may prescribe the offences which may be
compounded.
[Act 36 of 2014 wef 03/01/2016]

Division 3 — Miscellaneous
Appeal
409C.—(1) Any party aggrieved by an act or a decision of the
Registrar under this Act may, within 28 days after the date of the act
or decision, appeal to the Court against the act or decision.
(2) The Court may confirm the act or decision or give such
directions in the matter as seem proper or otherwise determine the
matter.
(3) This section shall not apply to any act or decision of the
Registrar —
(a) in respect of which any provision in the nature of an appeal
or a review is expressly provided in this Act; or
(b) which is declared by this Act to be conclusive or final or is
embodied in any document declared by this Act to be
conclusive evidence of any act, matter or thing.
[Act 36 of 2014 wef 01/07/2015]

Rules
410. The Rules Committee constituted under section 80 of the
Supreme Court of Judicature Act (Cap. 322) may, subject to and in
accordance with the provisions of that law relating to the making of
rules, make rules —
(a) with respect to proceedings and the practice and procedure
of the Court under this Act;
(b) with respect to any matter or thing which is by this Act
required or permitted to be prescribed by rules;

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2006 Ed. Companies CAP. 50 712
(c) without limiting the generality of this section, with respect
to Court fees and costs and with respect to rules as to
meetings ordered by the Court; and
(d) generally with respect to the winding up of companies.
[Act 36 of 2014 wef 01/07/2015]

Regulations
411.—(1) The Minister may make regulations for or with respect
to —
(a) the duties and functions of the Registrar, Deputy
Registrars, Assistant Registrars and other persons
appointed to assist with the administration of this Act;
(aa) all matters connected with or arising out of a compromise
or an arrangement between a company and its creditors or
any class of those creditors;
[Act 15 of 2017 wef 23/05/2017]

(b) all matters connected with or arising out of the judicial

management of a company by a judicial manager including
the appointment of the judicial manager;
(ba) [Deleted by Act 42 of 2001]
(c) the lodging or registration of documents and the time and
manner of submission of documents for lodging or
registration;
(d) prescribing forms for the purposes of this Act;
(e) prescribing the fees payable for the purposes of this Act,
including but not limited to fees for —
(i) the lodgment or registration of any document
required to be lodged or registered with the
Registrar;
(ii) the issue of any document by the Registrar;
(iii) any act required to be performed by the Registrar; or
(iv) the inspection of any document referred to in
sub-paragraphs (i) and (ii);
[Act 36 of 2014 wef 03/01/2016]

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713 CAP. 50 Companies 2006 Ed.

(ea) prescribing the fees payable in respect of any of the

following required or permitted under any other Act:
(i) the lodgment or registration of any document with
the Registrar;
(ii) the issue of any document by the Registrar;
(iii) the performance of any act by the Registrar; and
(iv) the inspection of any document referred to in
sub-paragraphs (i) and (ii);
[Act 36 of 2014 wef 03/01/2016]

(eb) prescribing the penalties payable for the late lodgment of

any document;
[Act 36 of 2014 wef 03/01/2016]

(ec) prescribing the manner in which prescribed fees and

penalties are to be paid;
[Act 36 of 2014 wef 03/01/2016]

(ed) the waiver, refund or remission, whether wholly or in part,

of any fee or penalty chargeable under this Act;
[Act 36 of 2014 wef 03/01/2016]

(ee) prescribing all matters connected with or arising from the

restrictions under this Act as to the reservation or
registration of names of companies and foreign
companies (including rules for determining when a name
falls within those restrictions);
[Act 36 of 2014 wef 03/01/2016]

(f) prescribing times for the lodging of any documents with

the Registrar; and
(g) all matters or things which by this Act are required or
permitted to be prescribed otherwise than by rules or which
are necessary or expedient to be prescribed for giving
effect to this Act.
[Act 36 of 2014 wef 01/07/2015]

(2) The regulations may provide that a contravention of a specified

provision of the regulations shall be an offence.
[Act 36 of 2014 wef 01/07/2015]

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2006 Ed. Companies CAP. 50 714
FIRST SCHEDULE
Sections 3(1), 368(3)

REPEALED WRITTEN LAWS

Number in 1955 . Short Title . Extent of
Edition Repeal
Cap. 15 The Foreign Corporations The whole.
(Execution of Instruments under
Seal) Ordinance
Cap. 174 The Companies Ordinance The whole.
Cap. 277 The Companies (Special The whole.
Provisions) Ordinance

SECOND SCHEDULE

[Repealed by Act 36 of 2014 wef 03/01/2016]

THIRD SCHEDULE
(Repealed by Act 5 of 2004)

FOURTH SCHEDULE

[Repealed by Act 36 of 2014 wef 03/01/2016]

FIFTH SCHEDULE
(Repealed by S 236/2002)

SIXTH SCHEDULE
Section 60(1)

STATEMENT IN LIEU OF PROSPECTUS

PART I
Statement in Lieu of Prospectus Lodged for Registration by
[Insert name of the company]

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715 CAP. 50 Companies 2006 Ed.

SIXTH SCHEDULE — continued

The issued share capital of $
the company
Shares of $
Divided into Shares of $
Shares of $
Amount (if any) of above Shares of $
capital which consists of
redeemable preference shares
The date on or before which
these shares are, or are liable,
to be redeemed
Names and descriptions and
residential addresses or
alternate addresses of
directors (as entered in the
register of directors kept by
the Registrar under
section 173(1)(a) in respect
of the company) or proposed
directors
If the share capital of the
company is divided into
different classes of shares,
the right of voting at
meetings of the company
conferred by, and the rights
in respect of capital and
dividends attached to, the
several classes of shares
respectively
Number and amount of 1. shares of $ fully paid
shares and debentures issued
2. shares upon which $ per
within the 2 years preceding
share credited as paid
the date of this statement or
proposed or agreed to be
issued as fully or partly paid
up otherwise than in cash
3. debentures $

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2006 Ed. Companies CAP. 50 716
SIXTH SCHEDULE — continued
The consideration for the 4. Consideration:
issue or intended issue of
those shares and debentures
Number, description, and 1. shares of $ and
amount of any shares or debentures of $
debentures which any
person has or is entitled to
be given an option to
subscribe for, or to acquire
from a person to whom they
have been allotted or agreed
to be allotted with a view to
his offering them for sale
Period during which option is 2. Until
exercisable
Price to be paid for shares or 3. $
debentures subscribed for or
acquired under option
Consideration for option or 4. Consideration:
right to option
Persons to whom option or 5. Names and addresses:
right to option was given or,
if given to existing
shareholders or debenture
holders as such, the relevant
shares or debentures
Names and addresses of
vendors of property
purchased or acquired, or
proposed to be purchased or
acquired by the company
except where the contract
for the purchase or
acquisition was entered into
in the ordinary course of the
business intended to be
carried on by the company
or the amount of the purchase
money is not material

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717 CAP. 50 Companies 2006 Ed.

SIXTH SCHEDULE — continued

Amount (in cash, shares or
debentures) payable to each
separate vendor.
Amount (if any) paid or Total purchase price $ _______
payable (in cash, shares or
Cash ... $
debentures) for any such
property, specifying amount Shares ... $
(if any) paid or payable for Debentures ... $ _______
goodwill
Goodwill ... $ _______
Short particulars of any
transaction relating to any
such property which was
completed within the 2
preceding years and in
which any vendor to the
company or any person who
is, or was at the time thereof,
a promoter, director, or
proposed director of the
company had any interest
direct or indirect
Amount (if any) paid or Amount paid: $
payable as commission for Amount payable: $
subscribing or agreeing to
subscribe or procuring or
agreeing to procure
subscriptions for any shares
or debentures in the
company; or
Rate of the commission per cent
Amount or rate of brokerage
The number of shares, if any,
which persons have agreed
for a commission to subscribe
absolutely
Amount or estimated amount $
of preliminary expenses

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By whom those expenses
have been paid or are payable
Amount paid or intended to Name of promoter:
be paid to any promoter Amount: $
Consideration for the Consideration:
payment
Any other benefit given or Name of promoter:
intended to be given to any Nature and value of benefit:
promoter
Consideration for giving of Consideration:
benefit
Dates of, parties to, and
general nature of every
material contract (other than
contracts entered into in the
ordinary course of the
business intended to be
carried on by the company
or entered into more than 2
years before the delivery of
this statement)
Time and place at which the
contracts or copies thereof or
(1) in the case of a contract
not reduced into writing, a
memorandum giving full
particulars thereof, and (2)
in the case of a contract
wholly or partly in a
language other than English,
a copy of a certified
translation thereof in
English or embodying a
translation in English of the
parts in a language other than
English, as the case may be,
may be inspected
Names and addresses of the
auditors of the company

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Full particulars of the nature
and extent of the interest,
direct or indirect, of every
director, and of every expert,
in the promotion of or in the
property proposed to be
acquired by the company,
or, where the interest of
such a director or expert
consists in being a partner in
a firm or limited liability
partnership or a holder of
shares or debentures in a
corporation, the nature and
extent of the interest of the
firm or limited liability
partnership or corporation
and where the interest of
such a director or such an
expert consists in a holding of
shares or debentures in a
corporation, a statement of
the nature and extent of the
interest of the director or
expert in the corporation,
with a statement of all sums
paid or agreed to be paid to
him or to the firm or limited
liability partnership or
corporation in cash or
shares, or otherwise, by any
person (in the case of a
director) either to induce
him to become, or to qualify
him as a director or otherwise
for service rendered by him
or by the firm or limited
liability partnership or
corporation in connection
with the promotion or
formation of the company
(in the case of an expert) for

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services rendered by him or
the firm or limited liability
partnership or corporation in
connection with the
promotion or formation of
the company. For the
purposes of this paragraph a
director or expert shall be
deemed to have an indirect
interest in a corporation if he
has any beneficial interest in
shares or debentures of a
corporation which has an
interest in the promotion of,
or in the property proposed to
be acquired by the company
or if he has a beneficial
interest in shares or
debentures in a corporation
which is by virtue of section 6
of the Act deemed to be
related to that first-
mentioned corporation
And also, in the case of a
statement to be lodged by a
private company on
becoming a public company,
the following items:
Rates of the dividends, if any,
paid by the company in
respect of each class of
shares in the company in
each of the 3 financial years
immediately preceding the
date of this statement or
since the incorporation of
the company, whichever
period is the shorter
Particulars of the cases in
which no dividends have
been paid in respect of any

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class of shares in any of these
years.

[Act 36 of 2014 wef 03/01/2016]

PART II
Reports to be set out
1. Where it is proposed to acquire a business or limited liability partnership, a
report by a public accountant appointed as auditor of the company (who shall be
named in the statement) with respect to —
(a) the profits or losses of the business or limited liability partnership in
respect of each of the 3 financial years immediately preceding the
lodging of the statement with the Registrar; and
(b) the assets and liabilities of the business or limited liability partnership
at the last date to which the accounts of the business or limited liability
partnership were made up.
2.—(1) Where it is proposed to acquire shares in a corporation which by reason
of the acquisition or anything to be done in consequence thereof or in connection
therewith will become a subsidiary of the company, a report by a public
accountant appointed as auditor of the company (who shall be named in the
statement) with respect to the profits and losses and assets and liabilities of the
other corporation in accordance with sub-paragraph (2) or (3), as the case requires,
indicating how the profits and losses of the other corporation dealt with by the
report would, in respect of the shares to be acquired, have concerned members of
the company, and what allowance would have fallen to be made, in relation to
assets and liabilities so dealt with, for holders of other shares, if the company had
at all material times held the shares to be acquired.
(2) If the other corporation has no subsidiaries, the report referred to in
sub-paragraph (1) shall —
(a) so far as regards profits and losses, deal with the profits or losses of the
other corporation in respect of each of the 3 financial years
immediately preceding the delivery of the statement to the Registrar;
and
(b) so far as regards assets and liabilities, deal with the assets and liabilities
of the other corporation at the last date to which the accounts of the
corporation were made up.
(3) If the other corporation has subsidiaries, the report referred to in
sub-paragraph (1) shall —

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(a) so far as regards profits and losses, deal separately with the other
corporation’s profits or losses as provided by sub-paragraph (2), and,
in addition, deal as aforesaid either —
(i) as a whole with the combined profits or losses of its
subsidiaries; or
(ii) individually with the profits or losses of each subsidiary,
or, instead of dealing separately with the other corporation’s profits or
losses, deal as aforesaid as a whole with the profits or losses of the
other corporation and with the combined profits or losses of its
subsidiaries; and
(b) so far as regards assets and liabilities, deal separately with the other
corporation’s assets and liabilities as provided by sub-paragraph (2),
and, in addition, deal as aforesaid either —
(i) as a whole with the combined assets and liabilities of its
subsidiaries, with or without the other corporation’s assets and
liabilities; or
(ii) individually with the assets and liabilities of each subsidiary,
and shall indicate as respects the profits or losses and the assets and
liabilities of the subsidiaries the allowance to be made for persons
other than members of the company.
Note.—Where a company is not required to furnish any of the reports referred to in
this Part, a statement to that effect giving the reasons therefor should be furnished.
(Signatures of the persons above-named as directors___________________ or
proposed directors or of their agents authorised_________________________ in
writing)
Date:
PART III
Provisions applying to Parts I and II of this Schedule
3. In this Schedule “vendor” includes any person who is a vendor for the
purposes of the repealed Fifth Schedule, and “financial year” has the meaning
assigned to it in Part III of that Schedule.
4. If, in the case of a business which has been carried on or of a corporation or
limited liability partnership which has been carrying on business for less than 3
years, the accounts of the business or corporation or limited liability partnership
have only been made up in respect of 2 years or one year, Part II of this Schedule

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shall have effect as if references to 2 years or one year, as the case may be, were
substituted for references to 3 years.
5. Any report required by Part II of this Schedule shall either indicate by way of
note any adjustments as respects the figures of any profits or losses or assets and
liabilities dealt with by the report which appear to the persons making the report
necessary or shall make those adjustments and indicate that adjustments have been
made.
[UK, 3rd and 5th Schs.; Aust., 6th Sch.]
[5/2004; 5/2005; 21/2005]

SEVENTH SCHEDULE
(Repealed by S 236/2002)

EIGHTH SCHEDULE

[Repealed by Act 36 of 2014 wef 03/01/2016]

NINTH SCHEDULE
(Repealed by Act 12 of 2002)

TENTH SCHEDULE
Sections 354B and 354C

UNCITRAL MODEL LAW ON CROSS-BORDER INSOLVENCY

PREAMBLE
The purpose of this Law is to provide effective mechanisms for dealing with
cases of cross-border insolvency so as to promote the objectives of —
(a) cooperation between the courts and other competent authorities of
Singapore and foreign States involved in cases of cross-border
insolvency;
(b) greater legal certainty for trade and investment;
(c) fair and efficient administration of cross-border insolvencies that
protects the interests of all creditors and other interested persons,
including the debtor;
(d) protection and maximisation of the value of the debtor’s property; and

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(e) facilitation of the rescue of financially troubled businesses, thereby
protecting investment and preserving employment.

CHAPTER I
GENERAL PROVISIONS
Article 1. Scope of Application
1. This Law applies where —
(a) assistance is sought in Singapore by a foreign court or a foreign
representative in connection with a foreign proceeding;
(b) assistance is sought in a foreign State in connection with a proceeding
under Singapore insolvency law;
(c) a foreign proceeding and a proceeding under Singapore insolvency law
in respect of the same debtor are taking place concurrently; or
(d) creditors or other interested persons in a foreign State have an interest
in requesting the commencement of, or participating in, a proceeding
under Singapore insolvency law.
2. This Law does not apply to any proceedings concerning such entities or
classes of entities which the Minister may, by order in the Gazette, prescribe.
3. The Court must not grant any relief, or modify any relief already granted, or
provide any cooperation or coordination, under or by virtue of any of the
provisions of this Law if and to the extent that such relief or modified relief or
cooperation or coordination would, in the case of a proceeding under Singapore
insolvency law, be prohibited under or by virtue of —
(a) this Act;
(b) Part VII or section 61, 62 or 76A of the Banking Act (Cap. 19);
(c) section 27(2) or 52(2) of the Deposit Insurance and Policy Owners’
Protection Schemes Act (Cap. 77B);
(d) Part IIIAA of the Insurance Act (Cap. 142);
(e) the International Interests in Aircraft Equipment Act (Cap. 144B);
(f) Part IVA or IVB or section 41C of the Monetary Authority of
Singapore Act (Cap. 186);
(g) the Payment and Settlement Systems (Finality and Netting) Act
(Cap. 231);

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(h) Division 4 of Part III, or Part IIIAA, of the Securities and Futures Act
(Cap. 289); or
(i) any other written law that the Minister may, by order in the Gazette,
prescribe.
4. Where a foreign proceeding regarding a debtor, who is an insured under the
provisions of a relevant Act (being the Third Parties (Rights against Insurers) Act
(Cap. 395) or the Motor Vehicles (Third-Party Risks and Compensation) Act
(Cap. 189)), is recognised under this Law, any stay and suspension mentioned in
Article 20(1) and any relief granted by the Court under Article 19 or 21 does not
apply to or affect —
(a) any transfer of rights of the debtor under that relevant Act; or
(b) any claim, action, cause or proceeding by a third party against an
insurer under or in respect of rights of the debtor transferred under that
relevant Act.
5. Any suspension under this Law of the right to transfer, encumber or otherwise
dispose of any of the debtor’s property —
(a) is subject to sections 46 and 47 of the Land Titles Act (Cap. 157) in
relation to any estate or interest in land under the provisions of that
Act; and
(b) in any other case, does not bind a purchaser of any estate or interest in
land in good faith for money or money’s worth unless the purchaser
has express notice of the suspension.
6. In paragraph 5, “land” has the same meaning as in section 4(1) of the Land
Titles Act.

Article 2. Definitions
For the purposes of this Law —
(a) “the Court” except as otherwise provided in Articles 14(4) and
23(6)(b), means the Court mentioned in Article 4(1);
(b) “chattel agreement” includes a conditional sale agreement, a chattels
leasing agreement (as defined in section 227AA of this Act) and a
retention of title agreement (as defined in section 227AA of this Act);
(c) “debtor” means a corporation as defined in section 4(1) of this Act;
(d) “establishment” means any place where the debtor has property, or any
place of operations where the debtor carries out a non-transitory
economic activity with human means and property or services;

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(e) “foreign court” means a judicial or other authority competent to
control or supervise a foreign proceeding;
(f) “foreign main proceeding” means a foreign proceeding taking place in
the State where the debtor has its centre of main interests;
(g) “foreign non-main proceeding” means a foreign proceeding, other than
a foreign main proceeding, taking place in a State where the debtor has
an establishment;
(h) “foreign proceeding” means a collective judicial or administrative
proceeding in a foreign State, including an interim proceeding, under a
law relating to insolvency or adjustment of debt in which proceeding
the property and affairs of the debtor are subject to control or
supervision by a foreign court, for the purpose of reorganisation or
liquidation;
(i) “foreign representative” means a person or body, including one
appointed on an interim basis, authorised in a foreign proceeding to
administer the reorganisation or the liquidation of the debtor’s property
or affairs or to act as a representative of the foreign proceeding;
(j) “security” means any mortgage, charge, lien or other security;
(k) “Singapore insolvency law” means any of the following:
(i) sections 210 to 212 and Parts VIIIA and X of this Act;
(ii) any subsidiary legislation made under any section or Part of
this Act mentioned in sub-paragraph (i);
(iii) the common law of Singapore relating to or in connection with
the subject-matter of any section or Part of this Act mentioned
in sub-paragraph (i), or the subject-matter of any subsidiary
legislation mentioned in sub-paragraph (ii);
(l) “Singapore insolvency officeholder” means —
(i) the Official Receiver, when acting as liquidator, provisional
liquidator or scheme manager of a scheme of arrangement
under this Act; or
(ii) a person acting as a liquidator, provisional liquidator, judicial
manager, interim judicial manager or scheme manager of a
scheme of arrangement under this Act;
(m) “State” means Singapore and any country other than Singapore;
(n) any reference to the law of Singapore includes a reference to the rules
of private international law applicable in Singapore.

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Article 3. International obligations of Singapore
To the extent that this Law conflicts with an obligation of Singapore arising out
of any treaty or other form of agreement to which it is a party with one or more
other States, the requirements of the treaty or agreement prevail.

Article 4. Competent Court

1. The functions mentioned in this Law relating to recognition of foreign
proceedings and cooperation with foreign courts are to be performed by the High
Court in Singapore.
2. Subject to paragraph 1 of this Article, the Court has jurisdiction in relation to
the functions mentioned in that paragraph if —
(a) the debtor —
(i) is or has been carrying on business within the meaning of
section 366 of this Act in Singapore; or
(ii) has property situated in Singapore; or
(b) the Court considers for any other reason that it is the appropriate forum
to consider the question or provide the assistance requested.

Article 5. Authorisation of Singapore insolvency officeholders to act in a

foreign State
1. A Singapore insolvency officeholder is authorised to act in a foreign State on
behalf of a proceeding under Singapore insolvency law, as permitted by the
applicable foreign law.
2. The Court has the power to appoint any other person or persons to act in a
foreign State on behalf of a proceeding under Singapore insolvency law, as
permitted by the applicable foreign law.

Article 6. Public policy exception

Nothing in this Law prevents the Court from refusing to take an action governed
by this Law, if the action would be contrary to the public policy of Singapore.

Article 7. Additional assistance under other laws

Nothing in this Law limits the power of a Court or a Singapore insolvency
officeholder to provide additional assistance to a foreign representative under
other laws of Singapore.

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Article 8. Interpretation
In the interpretation of this Law, regard is to be had to its international origin and
to the need to promote uniformity in its application and the observance of good
faith.

CHAPTER II
ACCESS OF FOREIGN REPRESENTATIVES AND
CREDITORS TO COURTS IN SINGAPORE
Article 9. Right of direct access
A foreign representative is entitled to apply directly to the Court in Singapore.

Article 10. Limited jurisdiction

The sole fact that an application under this Law is made to the Court in Singapore
by a foreign representative does not subject the foreign representative or the
foreign property and affairs of the debtor to the jurisdiction of the courts of
Singapore for any purpose other than the application.

Article 11. Application by a foreign representative to commence a

proceeding under Singapore insolvency law
A foreign representative appointed in a foreign main proceeding or foreign
non-main proceeding is entitled to apply to commence a proceeding under
Singapore insolvency law if the conditions for commencing such a proceeding are
otherwise met.

Article 12. Participation of a foreign representative in a proceeding under

Singapore insolvency law
Upon recognition of a foreign proceeding, the foreign representative is entitled to
participate in a proceeding regarding the debtor under Singapore insolvency law.

Article 13. Access of foreign creditors to a proceeding under Singapore

insolvency law
1. Subject to paragraph 2 of this Article, foreign creditors have the same rights
regarding the commencement of, and participation in, a proceeding under
Singapore insolvency law as creditors in Singapore.
2. Paragraph 1 of this Article does not affect the ranking of claims in a
proceeding under Singapore insolvency law, or the exclusion of foreign tax
claims, social security claims or claims for employees’ superannuation or
provident funds or under any scheme of superannuation (collectively, “tax and

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social security obligations”) from such a proceeding. Nevertheless, the claims of
foreign creditors other than those concerning tax and social security obligations
are not to be given a lower priority than that of general unsecured claims solely
because the holder of such a claim is a foreign creditor.

Article 14. Notification to foreign creditors of a proceeding under

Singapore insolvency law
1. Whenever under Singapore insolvency law notification is to be given to
creditors in Singapore, such notification must also be given to the known creditors
who do not have addresses in Singapore. The Court may order that appropriate
steps be taken with a view to notifying any creditor whose address is not yet
known.
2. The notification under paragraph 1 of this Article must be made to the foreign
creditors individually, unless —
(a) the Court considers that under the circumstances some other form of
notification would be more appropriate; or
(b) the notification to creditors in Singapore is to be by advertisement
only, in which case the notification to the known foreign creditors may
be by advertisement in such foreign newspapers as the Singapore
insolvency officeholder considers most appropriate for ensuring that
the content of the notification comes to the notice of the known foreign
creditors.
3. When notification of a right to file a claim is to be given to foreign creditors,
the notification must —
(a) indicate a reasonable time period for filing claims and specify the place
for their filing;
(b) indicate whether secured creditors need to file their secured claims;
and
(c) contain any other information required to be included in such a
notification to creditors under the law of Singapore and the orders of
the Court.
4. In this Article, “the Court” means the Court which has jurisdiction in relation
to the particular proceeding under Singapore insolvency law under which
notification is to be given to creditors.

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CHAPTER III
RECOGNITION OF A FOREIGN PROCEEDING AND RELIEF
Article 15. Application for recognition of a foreign proceeding
1. A foreign representative may apply to the Court for recognition of the foreign
proceeding in which the foreign representative has been appointed.
2. An application for recognition must be accompanied by —
(a) a certified copy of the decision commencing the foreign proceeding
and appointing the foreign representative;
(b) a certificate from the foreign court affirming the existence of the
foreign proceeding and of the appointment of the foreign
representative; or
(c) in the absence of evidence mentioned in sub-paragraphs (a) and (b),
any other evidence acceptable to the Court of the existence of the
foreign proceeding and of the appointment of the foreign
representative.
3. An application for recognition must also be accompanied by a statement
identifying all foreign proceedings and proceedings under Singapore insolvency
law in respect of the debtor that are known to the foreign representative.
4. The foreign representative must provide the Court with a translation into
English of documents supplied in support of the application for recognition.

Article 16. Presumptions concerning recognition

1. If the decision or certificate mentioned in Article 15(2) indicates that the
proceeding in respect of which an application for recognition is made is a foreign
proceeding within the meaning of Article 2(h) and that the person or body making
that application is a foreign representative within the meaning of Article 2(i), the
Court is entitled to so presume.
2. The Court is entitled to presume that documents submitted in support of the
application for recognition are authentic, whether or not they have been legalised.
3. In the absence of proof to the contrary, the debtor’s registered office is
presumed to be the debtor’s centre of main interests.

Article 17. Decision to recognise a foreign proceeding

1. Subject to Article 6, a proceeding must be recognised if —
(a) it is a foreign proceeding within the meaning of Article 2(h);

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(b) the person or body applying for recognition is a foreign representative
within the meaning of Article 2(i);
(c) the application meets the requirements of Article 15(2) and (3); and
(d) the application has been submitted to the Court mentioned in Article 4.
2. The foreign proceeding must be recognised —
(a) as a foreign main proceeding if it is taking place in the State where the
debtor has its centre of main interests; or
(b) as a foreign non-main proceeding, if the debtor has an establishment
within the meaning of Article 2(d) in the foreign State.
3. An application for recognition of a foreign proceeding must be decided upon
at the earliest possible time.
4. The provisions of Articles 15 to 16, this Article and Article 18 do not prevent
modification or termination of recognition if it is shown that the grounds for
granting it were fully or partially lacking or have fully or partially ceased to exist;
and in such a case, the Court may, on the application of the foreign representative
or a person affected by the recognition, or of its own motion, modify or terminate
recognition, either altogether or for a limited time, on such terms and conditions as
the Court thinks fit.

Article 18. Subsequent information

From the time of filing the application for recognition of the foreign proceeding,
the foreign representative must inform the Court promptly of —
(a) any substantial change in the status of the recognised foreign
proceeding or the status of the foreign representative’s appointment;
and
(b) any other foreign proceeding or proceeding under Singapore
insolvency law regarding the same debtor that becomes known to
the foreign representative.

Article 19. Relief that may be granted upon application for recognition of a
foreign proceeding
1. From the time of filing an application for recognition until the application is
decided upon, the Court may, at the request of the foreign representative, where
relief is urgently needed to protect the property of the debtor or the interests of the
creditors, grant relief of a provisional nature, including —
(a) staying execution against the debtor’s property;

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(b) entrusting the administration or realisation of all or part of the debtor’s
property located in Singapore to the foreign representative or another
person designated by the Court, in order to protect and preserve the
value of property that, by its nature or because of other circumstances,
is perishable, susceptible to devaluation or otherwise in jeopardy; and
(c) any relief mentioned in Article 21(1)(c), (d) or (g).
2. Unless extended under Article 21(1)(f), the relief granted under this Article
terminates when the application for recognition is decided upon.
3. The Court may refuse to grant relief under this Article if such relief would
interfere with the administration of a foreign main proceeding.

Article 20. Effects of recognition of a foreign main proceeding

1. Upon recognition of a foreign proceeding that is a foreign main proceeding,
subject to paragraph 2 of this Article —
(a) commencement or continuation of individual actions or individual
proceedings concerning the debtor’s property, rights, obligations or
liabilities is stayed;
(b) execution against the debtor’s property is stayed; and
(c) the right to transfer, encumber or otherwise dispose of any property of
the debtor is suspended.
2. The stay and suspension mentioned in paragraph 1 of this Article are —
(a) the same in scope and effect as if the debtor had been made the subject
of a winding up order under this Act; and
(b) subject to the same powers of the Court and the same prohibitions,
limitations, exceptions and conditions as would apply under the law of
Singapore in such a case,
and the provisions of paragraph 1 of this Article are to be interpreted accordingly.
3. Without prejudice to paragraph 2 of this Article, the stay and suspension
mentioned in paragraph 1 of this Article do not affect any right —
(a) to take any steps to enforce security over the debtor’s property;
(b) to take any steps to repossess goods in the debtor’s possession under a
hire-purchase agreement (as defined in section 227AA of this Act);
(c) exercisable under or by virtue of or in connection with any written law
mentioned in Article 1(3)(a) to (i); or
(d) of a creditor to set off its claim against a claim of the debtor,

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being a right which would have been exercisable if the debtor had been made the
subject of a winding up order under this Act.
4. Paragraph 1(a) of this Article does not affect the right to —
(a) commence individual actions or proceedings to the extent necessary to
preserve a claim against the debtor; or
(b) commence or continue any criminal proceedings or any action or
proceedings by a person or body having regulatory, supervisory or
investigative functions of a public nature, being an action or
proceedings brought in the exercise of those functions.
5. Paragraph 1 of this Article does not affect the right to request or otherwise
initiate the commencement of a proceeding under Singapore insolvency law or the
right to file claims in such a proceeding.
6. In addition to and without prejudice to any powers of the Court under or by
virtue of paragraph 2 of this Article, the Court may, on the application of the
foreign representative or a person affected by the stay and suspension mentioned
in paragraph 1 of this Article, or of its own motion, modify or terminate such stay
and suspension or any part of it, either altogether or for a limited time, on such
terms and conditions as the Court thinks fit.

Article 21. Relief that may be granted upon recognition of a foreign

proceeding
1. Upon recognition of a foreign proceeding, whether a foreign main proceeding
or a foreign non-main proceeding, where necessary to protect the property of the
debtor or the interests of the creditors, the Court may, at the request of the foreign
representative, grant any appropriate relief, including —
(a) staying the commencement or continuation of individual actions or
individual proceedings concerning the debtor’s property, rights,
obligations or liabilities, to the extent they have not been stayed
under Article 20(1)(a);
(b) staying execution against the debtor’s property to the extent it has not
been stayed under Article 20(1)(b);
(c) suspending the right to transfer, encumber or otherwise dispose of any
property of the debtor to the extent this right has not been suspended
under Article 20(1)(c);
(d) providing for the examination of witnesses, the taking of evidence or
the delivery of information concerning the debtor’s property, affairs,
rights, obligations or liabilities;

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(e) entrusting the administration or realisation of all or part of the debtor’s
property located in Singapore to the foreign representative or another
person designated by the Court;
(f) extending relief granted under Article 19(1); and
(g) granting any additional relief that may be available to a Singapore
insolvency officeholder, including any relief provided under
section 227D(4) of this Act.
2. Upon recognition of a foreign proceeding, whether a foreign main proceeding
or a foreign non-main proceeding, the Court may, at the request of the foreign
representative, entrust the distribution of all or part of the debtor’s property
located in Singapore to the foreign representative or another person designated by
the Court, provided that the Court is satisfied that the interests of creditors in
Singapore are adequately protected.
3. In granting relief under this Article to a representative of a foreign non-main
proceeding, the Court must be satisfied that the relief relates to property that,
under the law of Singapore, should be administered in the foreign non-main
proceeding or concerns information required in that proceeding.
4. No stay under paragraph 1(a) of this Article affects the right to commence or
continue any criminal proceedings or any action or proceedings by a person or
body having regulatory, supervisory or investigative functions of a public nature,
being an action or proceedings brought in the exercise of those functions.

Article 22. Protection of creditors and other interested persons

1. In granting or denying relief under Article 19 or 21, or in modifying or
terminating relief under paragraph 3 of this Article or Article 20(6), the Court
must be satisfied that the interests of the creditors (including any secured creditors
or parties to hire-purchase agreements (as defined in section 227AA of this Act))
and other interested persons, including if appropriate the debtor, are adequately
protected.
2. The Court may subject relief granted under Article 19 or 21 to conditions it
considers appropriate, including the provision by the foreign representative of
security or caution for the proper performance of his functions.
3. The Court may, at the request of the foreign representative or a person
affected by relief granted under Article 19 or 21, or of its own motion, modify or
terminate such relief.

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Article 23. Actions to avoid acts detrimental to creditors
1. Subject to paragraphs 6 and 9 of this Article, upon recognition of a foreign
proceeding, the foreign representative has standing to make an application to the
Court for an order under or in connection with sections 131(1), 259, 260, 329, 330,
331, 340 and 341 of this Act and section 73B of the Conveyancing and Law of
Property Act (Cap. 61).
2. Where the foreign representative makes such an application under
paragraph 1 of this Article (“an Article 23 application”), the provisions of this
Act and the Conveyancing and Law of Property Act mentioned in paragraph 1 of
this Article apply —
(a) whether or not the debtor is being wound up or is in judicial
management or undergoing a scheme of arrangement, under Singapore
insolvency law; and
(b) with the modifications set out in paragraph 3 of this Article.
3. The modifications mentioned in paragraph 2 of this Article are as follows:
(a) for the purposes of section 329 of this Act read with section 100(1) of
the Bankruptcy Act (Cap. 20) —
(i) the date which corresponds with the day of the making of the
bankruptcy application is the date of the opening of the relevant
foreign proceeding; and
(ii) section 329(2) of this Act does not apply;
(b) for the purposes of section 329 of this Act read with section 102(3A) of
the Bankruptcy Act —
(i) a person has notice of the relevant proceedings if he has notice
of the opening of the relevant foreign proceeding; and
(ii) section 329(2) of this Act does not apply;
(c) for the purposes of section 329 of this Act read with section 103(2) of
the Bankruptcy Act —
(i) the date which corresponds with the commencement of the
bankruptcy is the date of the opening of the relevant foreign
proceeding; and
(ii) section 329(2) of this Act does not apply;
(d) for the purposes of sections 259, 260, 330, 331 and 341 of this Act, the
date which corresponds with the commencement of the winding up is
the date of the opening of the relevant foreign proceeding.

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4. For the purposes of paragraph 3 of this Article, the date of the opening of the
foreign proceeding is to be determined in accordance with the law of the State in
which the foreign proceeding is taking place, including any rule of law by virtue of
which the foreign proceeding is deemed to have opened at an earlier time.
5. When the foreign proceeding is a foreign non-main proceeding, the Court
must be satisfied that the Article 23 application relates to property that, under the
law of Singapore, should be administered in the foreign non-main proceeding.
6. At any time when a proceeding under Singapore insolvency law is taking
place regarding the debtor —
(a) the foreign representative must not make an Article 23 application
except with the permission of the Court; and
(b) references to “the Court” in paragraphs 1, 5 and 7 of this Article are
references to the Court in which that proceeding is taking place.
7. On making an order on an Article 23 application, the Court may give such
directions regarding the distribution of any proceeds of the claim by the foreign
representative, as it thinks fit to ensure that the interests of creditors in Singapore
are adequately protected.
8. Nothing in this Article affects the right of a Singapore insolvency officeholder
to make an application under or in connection with any of the provisions
mentioned in paragraph 1 of this Article.
9. Nothing in paragraph 1 of this Article applies in respect of any preference
given, floating charge created, alienation, assignment made or other transaction
entered into before the date on which this Law comes into force.

Article 24. Intervention by a foreign representative in proceedings in

Singapore
Upon recognition of a foreign proceeding, the foreign representative may,
provided the requirements of the law of Singapore are met, intervene in any
proceedings in which the debtor is a party.

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CHAPTER IV
COOPERATION WITH FOREIGN COURTS AND
FOREIGN REPRESENTATIVES
Article 25. Cooperation and direct communication between a Court of
Singapore and foreign courts or foreign representatives
1. In matters mentioned in Article 1(1), the Court may cooperate to the
maximum extent possible with foreign courts or foreign representatives, either
directly or through a Singapore insolvency officeholder.
2. The Court is entitled to communicate directly with, or to request information
or assistance directly from, foreign courts or foreign representatives.

Article 26. Cooperation and direct communication between the Singapore

insolvency officeholder and foreign courts or foreign representatives
1. In matters mentioned in Article 1(1), a Singapore insolvency officeholder
must to the extent consistent with the Singapore insolvency officeholder’s other
duties under the law of Singapore, in the exercise of the Singapore insolvency
officeholder’s functions and subject to the supervision of the Court, cooperate to
the maximum extent possible with foreign courts or foreign representatives.
2. The Singapore insolvency officeholder is entitled, in the exercise of the
Singapore insolvency officeholder’s functions and subject to the supervision of
the Court, to communicate directly with foreign courts or foreign representatives.

Article 27. Forms of cooperation

Cooperation mentioned in Articles 25 and 26 may be implemented by any
appropriate means, including —
(a) appointment of a person to act at the direction of the Court;
(b) communication of information by any means considered appropriate
by the Court;
(c) coordination of the administration and supervision of the debtor’s
property and affairs;
(d) approval or implementation by courts of agreements concerning the
coordination of proceedings; and
(e) coordination of concurrent proceedings regarding the same debtor.

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CHAPTER V
CONCURRENT PROCEEDINGS
Article 28. Commencement or continuation of a proceeding under
Singapore insolvency law after recognition of a foreign main proceeding
After recognition of a foreign main proceeding, the effects of a proceeding under
Singapore insolvency law in relation to the same debtor are to, insofar as the
property of that debtor is concerned, be restricted to property that is located in
Singapore and, to the extent necessary to implement cooperation and coordination
under Articles 25, 26 and 27, to other property of the debtor that, under the law of
Singapore, should be administered in that proceeding.

Article 29. Coordination of a proceeding under Singapore insolvency law

and a foreign proceeding
Where a foreign proceeding and a proceeding under Singapore insolvency law
are taking place concurrently regarding the same debtor, the Court may seek
cooperation and coordination under Articles 25, 26 and 27, and the following
apply:
(a) when the proceeding in Singapore is taking place at the time the
application for recognition of the foreign proceeding is filed —
(i) any relief granted under Article 19 or 21 must be consistent
with the proceeding in Singapore; and
(ii) if the foreign proceeding is recognised in Singapore as a
foreign main proceeding, Article 20 does not apply;
(b) when the proceeding in Singapore commences after the filing of the
application for recognition of the foreign proceeding —
(i) any relief in effect under Article 19 or 21 must be reviewed by
the Court and must be modified or terminated if inconsistent
with the proceeding in Singapore;
(ii) if the foreign proceeding is a foreign main proceeding, the stay
and suspension mentioned in Article 20(1) must be modified or
terminated under Article 20(6), if inconsistent with the
proceeding in Singapore; and
(iii) any proceedings brought by the foreign representative by virtue
of Article 23(1) before the proceeding in Singapore
commenced must be reviewed by the Court and the Court
may give such directions as it thinks fit regarding the
continuance of those proceedings; and

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(c) in granting, extending or modifying relief granted to a foreign
representative of a foreign non-main proceeding, the Court must be
satisfied that the relief relates to property that, under the law of
Singapore, should be administered in the foreign non-main proceeding
or concerns information required in that proceeding.

Article 30. Coordination of more than one foreign proceeding

In matters mentioned in Article 1(1), in respect of more than one foreign
proceeding regarding the same debtor, the Court may seek cooperation and
coordination under Articles 25, 26 and 27, and the following are to apply:
(a) any relief granted under Article 19 or 21 to a representative of a foreign
non-main proceeding after recognition of a foreign main proceeding
must be consistent with the foreign main proceeding;
(b) if a foreign main proceeding is recognised after the filing of an
application for recognition of a foreign non-main proceeding, any
relief in effect under Article 19 or 21 must be reviewed by the Court
and must be modified or terminated if inconsistent with the foreign
main proceeding; and
(c) if, after recognition of a foreign non-main proceeding, another foreign
non-main proceeding is recognised, the Court is to grant, modify or
terminate relief for the purpose of facilitating coordination of the
proceedings.

Article 31. Presumption of insolvency based on recognition of a foreign

main proceeding
In the absence of evidence to the contrary, recognition of a foreign main
proceeding is, for the purpose of commencing a proceeding under Singapore
insolvency law, proof that the debtor is unable to pay its debts within the meaning
given to the expression under Singapore insolvency law.

Article 32. Rule of payment in concurrent proceedings

Without prejudice to secured claims or rights in rem, a creditor who has received
part payment in respect of its claim in a proceeding under a law relating to
insolvency in a foreign State may not receive a payment for the same claim in a
proceeding under Singapore insolvency law regarding the same debtor, so long as
the payment to the other creditors of the same class is proportionately less than the
payment the creditor has already received.
[Act 15 of 2017 wef 23/05/2017]

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ELEVENTH SCHEDULE
Section 227G(4)

POWERS OF JUDICIAL MANAGER

The judicial manager may exercise all or any of the following powers:
(a) power to take possession of, collect and get in the property of the
company and, for that purpose, to take such proceedings as may seem
to him expedient;
(b) power to sell or otherwise dispose of the property of the company by
public auction or private contract;
(c) power to borrow money and grant security therefor over the property
of the company;
(d) power to appoint a solicitor or accountant or other professionally
qualified person to assist him in the performance of his functions;
(e) power to bring or defend any action or other legal proceedings in the
name and on behalf of the company;
(f) power to refer to arbitration any question affecting the company;
(g) power to effect and maintain insurances in respect of the business and
property of the company;
(h) power to use the company’s seal, if any;
[Act 15 of 2017 wef 31/03/2017]

(i) power to do all acts and to execute in the name and on behalf of the
company any deed, receipt or other document;
(j) power to draw, accept, make and endorse any bill of exchange or
promissory note in the name and on behalf of the company;
(k) power to appoint any agent to do any business which he is unable to do
himself or which can more conveniently be done by an agent and
power to employ and dismiss employees;
(l) power to do all such things (including the carrying out of works) as
may be necessary for the realisation of the property of the company;
(m) power to make any payment which is necessary or incidental to the
performance of his functions;
(n) power to carry on the business of the company;
(o) power to establish subsidiaries of the company;
(p) power to transfer to subsidiaries of the company the whole or any part
of the business and property of the company;

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(q) power to grant or accept a surrender of a lease or tenancy of any of the
property of the company, and to take a lease or tenancy of any property
required or convenient for the business of the company;
(r) power to make any arrangement or compromise on behalf of the
company;
(s) power to call up any uncalled capital of the company;
(t) power to rank and claim in the bankruptcy, insolvency, sequestration or
liquidation of any person indebted to the company and to receive
dividends, and to accede to trust deeds for the creditors of any such
person;
(u) power to make or defend an application for the winding up of a
company;
(v) power to do all other things incidental to the exercise of the foregoing
powers.
[13/87; 42/2005]

TWELFTH SCHEDULE
Sections 8(7) and 201(16)

CONTENTS OF DIRECTORS’ STATEMENT

1. A statement as to whether in the opinion of the directors —
(a) the financial statements and, where applicable, the consolidated
financial statements are drawn up so as to give a true and fair view
of the financial position and performance of the company and, if
applicable, of the financial position and performance of the group for
the period covered by the financial statements or consolidated
financial statements; and
(b) at the date of the statement there are reasonable grounds to believe that
the company will be able to pay its debts as and when they fall due.
2. Where any option has been granted by a company, other than a parent
company for which consolidated financial statements are required, during the
period covered by the financial statements to take up unissued shares of a
company —
(a) the number and class of shares in respect of which the option has been
granted;
(b) the date of expiration of the option;
(c) the basis upon which the option may be exercised; and

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(d) whether the person to whom the option has been granted has any right
to participate by virtue of the option in any share issue of any other
company.
3. Where any of the particulars required by paragraph 2 have been stated in a
previous directors’ statement, they may be stated by reference to that statement.
4. Where a parent company or any of its subsidiary corporations has at any time
granted to a person an option to have shares issued to him in the company or
subsidiary corporation, the directors’ statement of the parent company must state
the name of the corporation in respect of the shares in which the option was
granted and the other particulars required under paragraphs 2, 5 and 6.
5. The particulars of shares issued during the period to which the statement
relates by virtue of the exercise of options to take up unissued shares of the
company, whether granted before or during that period.
6. The number and class of unissued shares of the company under option as at
the end of the period to which the statement relates, the price, or method of fixing
the price, of issue of those shares, the date of expiration of the option and the
rights, if any, of the persons to whom the options have been granted to participate
by virtue of the options in any share issue of any other company.
7. The names of the persons who are the directors in office at the date of the
statement.
8. Whether at the end of the financial year to which the financial statements or,
where the company is a parent company, consolidated financial statements
relate —
(a) there subsist arrangements to which the company is a party, being
arrangements whose objects are, or one of whose objects is, to enable
directors of the company to acquire benefits by means of the
acquisition of shares in, or debentures of, the company or any other
body corporate; or
(b) there have, at any time in that year, subsisted such arrangements as
aforesaid to which the company was a party,
and if so, a statement explaining the effect of the arrangements and giving the
names of the persons who at any time in that year were directors of the company
and held, or whose nominees held, shares or debentures acquired in pursuance of
the arrangements.
9. As respects each person who, at the end of the financial year, was a director of
the company —

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(a) whether or not (according to the register kept by the company for the
purposes of section 164 relating to the obligation of a director of a
company to notify it of his interests in shares in, or debentures of, the
company and of every other body corporate, being the company’s
subsidiary or holding company or a subsidiary of the company’s
holding company) he was, at the end of that year, interested in shares
in, or debentures of, the company or any other such body corporate;
and
(b) if he was, the number and amount of shares in, and debentures of, each
body (specifying it) in which, according to that register, he was then
interested and whether or not, according to that register, he was, at the
beginning of that year (or, if he was not then a director, when he
became a director), interested in shares in, or debentures of, the
company or any other such body corporate and, if he was, the number
and amount of shares in, and debentures of, each body (specifying it) in
which, according to that register, he was interested at the beginning of
that year or, as the case may be, when he became a director.
[Act 36 of 2014 wef 01/07/2015]

THIRTEENTH SCHEDULE
Sections 8(7) and 205C(5)

CRITERIA FOR SMALL COMPANY AND SMALL GROUP

1. For the purposes of section 205C —
(a) a company is a small company if it qualifies as a small company under
paragraph 2, 3 or 4, whichever may be applicable, and the company
continues to be a small company until it ceases to be a small company
under paragraph 5; and
(b) a group is a small group if it qualifies as a small group under
paragraph 7, 8 or 9, whichever may be applicable, and the group
continues to be a small group until it ceases to be a small group under
paragraph 10.
2. A company is a small company from a financial year if —
(a) it is a private company throughout the financial year; and
(b) it satisfies any 2 of the following criteria for each of the 2 financial
years immediately preceding the financial year:
(i) the revenue of the company for each financial year does not
exceed $10 million;

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(ii) the value of the company’s total assets at the end of each
financial year does not exceed $10 million;
(iii) it has at the end of each financial year not more than
50 employees.
3. Notwithstanding paragraph 2, where a company has not reached its third
financial year after incorporation, a company is a small company —
(a) from its first financial year after incorporation if —
(i) it is a private company throughout its first financial year; and
(ii) it satisfies any 2 of the following criteria for its first financial
year:
(A) the revenue of the company for its first financial year
does not exceed $10 million;
(B) the value of the company’s total assets at the end of its
first financial year does not exceed $10 million;
(C) it has at the end of its first financial year not more than
50 employees; or
(b) from its second financial year after incorporation if —
(i) it is a private company throughout its second financial year;
and
(ii) it satisfies any 2 of the following criteria for its second
financial year:
(A) the revenue of the company for its second financial year
does not exceed $10 million;
(B) the value of the company’s total assets at the end of its
second financial year does not exceed $10 million;
(C) it has at the end of its second financial year not more than
50 employees.
4. Notwithstanding paragraph 2, a company which was incorporated before the
date of commencement of section 184 of the Companies (Amendment) Act 2014
(referred to in this Schedule as the appointed day) is a small company —
(a) from the first financial year that commences on or after the appointed
day if —
(i) it is a private company throughout the first financial year; and

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(ii) it satisfies any 2 of the following criteria for the first financial
year:
(A) the revenue of the company for the first financial year
does not exceed $10 million;
(B) the value of the company’s total assets at the end of the
first financial year does not exceed $10 million;
(C) it has at the end of the first financial year not more than
50 employees; or
(b) from the second financial year that commences on or after the
appointed day if —
(i) it is a private company throughout the second financial year;
and
(ii) it satisfies any 2 of the following criteria for the second
financial year:
(A) the revenue of the company for the second financial year
does not exceed $10 million;
(B) the value of the company’s total assets at the end of the
second financial year does not exceed $10 million;
(C) it has at the end of the second financial year not more than
50 employees.
5. Subject to paragraph 6, a small company shall cease to be a small company
from a financial year if —
(a) it ceases to be a private company at any time during the financial year;
or
(b) it does not satisfy any 2 of the following criteria for each of the 2
consecutive financial years immediately preceding the financial year:
(i) the revenue of the company for each financial year does not
exceed $10 million;
(ii) the value of the company’s total assets at the end of each
financial year does not exceed $10 million;
(iii) it has at the end of each financial year not more than
50 employees.
6. Paragraph 5 does not apply —
(a) to a company that has not reached its third financial year after
incorporation; or

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(b) in the case of a company that was incorporated before the appointed
day, to a company that has not reached its third financial year after the
appointed day.
7. A group is a small group from a financial year if the group satisfies any 2 of
the following criteria for each of the 2 consecutive financial years immediately
preceding the financial year:
(a) the consolidated revenue of the group for each financial year does not
exceed $10 million;
(b) the value of the consolidated total assets of the group at the end of each
financial year does not exceed $10 million;
(c) the group has at the end of each financial year an aggregate number of
employees of not more than 50.
8. Notwithstanding paragraph 7, a group is a small group —
(a) from its first financial year after it is formed if it satisfies any 2 of the
following criteria for its first financial year:
(i) the consolidated revenue of the group for its first financial year
does not exceed $10 million;
(ii) the value of the consolidated total assets of the group at the end
of its first financial year does not exceed $10 million;
(iii) the group has at the end of its first financial year an aggregate
number of employees of not more than 50; or
(b) from its second financial year after it is formed if it satisfies any 2 of
the following criteria for its second financial year:
(i) the consolidated revenue of the group for its second financial
year does not exceed $10 million;
(ii) the value of the consolidated total assets of the group at the end
of its second financial year does not exceed $10 million;
(iii) the group has at the end of its second financial year an
aggregate number of employees of not more than 50.
9. Notwithstanding paragraph 7, a group which is formed before the appointed
day is a small group —
(a) from the first financial year that commences on or after the appointed
day, if it satisfies any 2 of the following criteria for the financial year:
(i) the consolidated revenue of the group for the first financial year
does not exceed $10 million;

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(ii) the value of the consolidated total assets of the group at the end
of the first financial year does not exceed $10 million;
(iii) the group has at the end of the first financial year an aggregate
number of employees of not more than 50; or
(b) from the second financial year that commences on or after the
appointed day if it satisfies any 2 of the following criteria for the
second financial year:
(i) the consolidated revenue of the group for the second financial
year does not exceed $10 million;
(ii) the value of the consolidated total assets of the group at the end
of the second financial year does not exceed $10 million;
(iii) the group has at the end of the second financial year an
aggregate number of employees of not more than 50.
10. Subject to paragraph 11, a small group shall cease to be a small group from a
financial year if it does not satisfy any 2 of the following criteria for 2 consecutive
financial years immediately preceding the financial year:
(a) the consolidated revenue of the group for each financial year does not
exceed $10 million;
(b) the value of the consolidated total assets of the group at the end of each
financial year does not exceed $10 million;
(c) the group has at the end of each financial year an aggregate number of
employees of not more than 50.
11. Paragraph 10 does not apply —
(a) to a group that has not reached its third financial year after it is formed;
or
(b) in the case of a group that was formed before the appointed day, to a
group that has not reached its third financial year after the appointed
day.
12. For the purposes of this Schedule —
(a) the question whether an entity is part of a group is to be decided in
accordance with the Accounting Standards;
(b) in the case —
(i) where consolidated financial statements are prepared by a
parent in relation to a group, the “consolidated total assets” and
“consolidated revenue” of the group shall be determined in

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THIRTEENTH SCHEDULE — continued
accordance with the accounting standards applicable to the
group; or
(ii) where consolidated financial statements are not prepared by a
parent in relation to a group —
(A) “consolidated total assets” means the aggregate total
assets of all the members of the group; and
(B) “consolidated revenue” means the aggregate revenue of
all the members of the group; and
(c) “parent” has the same meaning as in the Accounting Standards, but
does not include any entity which is a subsidiary of any other entity
within the meaning of the Accounting Standards.
13. For the purposes of this Schedule —
(a) a reference to a company being a small company from a financial year
means that the company is a small company for that financial year and
every subsequent financial year until it ceases to be a small company
under paragraph 5;
(b) a reference to a group being a small group from a financial year means
that the group is a small group for that financial year and every
subsequent financial year until it ceases to be a small group under
paragraph 10.
14. For the avoidance of doubt —
(a) a company that has ceased to be a small company under paragraph 5
may become a small company again if it subsequently qualifies as a
small company under paragraph 2; and
(b) a group that has ceased to be a small group under paragraph 10 may
become a small group again if it subsequently qualifies as a small
group under paragraph 7.
[Act 36 of 2014 wef 01/07/2015]

FOURTEENTH SCHEDULE
Sections 8(7), 386AA(1) and 386AC(c)
and Fifteenth Schedule

COMPANIES TO WHICH PART XIA DOES NOT APPLY

1. Part XIA does not apply to any of the following companies:
(a) a public company which shares are listed for quotation on an approved
exchange in Singapore;

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(b) a company that is a Singapore financial institution;
(c) a company that is wholly-owned by the Government;
(d) a company that is wholly-owned by a statutory body established by or
under a public Act for a public purpose;
(e) a company that is a wholly-owned subsidiary of a company mentioned
in sub-paragraph (a), (b), (c) or (d);
(f) a company which shares are listed on a securities exchange in a
country or territory outside Singapore and which is subject to —
(i) regulatory disclosure requirements; and
(ii) requirements relating to adequate transparency in respect of its
beneficial owners,
imposed through stock exchange rules, law or other enforceable
means.
2. For the purposes of paragraph 1, a Singapore financial institution is —
(a) any financial institution that is licensed, approved, registered
(including a fund management company registered under
paragraph 5(1)(i) of the Second Schedule to the Securities and
Futures (Licensing and Conduct of Business) Regulations (Cap. 289,
Rg 10)) or regulated by the Monetary Authority of Singapore but does
not include —
(i) any holder of a stored value facility as defined in section 2(1) of
the Payment Systems (Oversight) Act (Cap. 222A); and
(ii) a person (other than a person mentioned in sub-paragraphs (b)
and (c)) who is exempted from licensing, approval or
regulation by the Monetary Authority of Singapore under
any Act administered by the Monetary Authority of Singapore,
including a private trust company exempted from licensing
under section 15 of the Trust Companies Act (Cap. 336) read
with regulation 4 of the Trust Companies (Exemption)
Regulations (Cap. 336, Rg 1);
(b) any person exempted under section 23(1)(f) of the Financial Advisers
Act (Cap. 110) read with regulation 27(1)(d) of the Financial Advisers
Regulations (Cap. 110, Rg 2); or
(c) any person exempted under section 99(1)(h) of the Securities and
Futures Act (Cap. 289) read with paragraph 7(1)(b) of the Second

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2006 Ed. Companies CAP. 50 750
FOURTEENTH SCHEDULE — continued
Schedule to the Securities and Futures (Licensing and Conduct of
Business) Regulations.
[Act 15 of 2017 wef 31/03/2017]

FIFTEENTH SCHEDULE
Sections 8(7), 386AA(1) and 386AC(c)

FOREIGN COMPANIES TO WHICH PART XIA

DOES NOT APPLY
1. Part XIA does not apply to any of the following foreign companies:
(a) a foreign company that is a Singapore financial institution;
(b) a foreign company that is a wholly-owned subsidiary of a foreign
company that is a Singapore financial institution;
(c) a foreign company which shares are listed on a securities exchange in a
country or territory outside Singapore and which is subject to —
(i) regulatory disclosure requirements; and
(ii) requirements relating to adequate transparency in respect of its
beneficial owners,
imposed through stock exchange rules, law or other enforceable
means.
2. In paragraph 1, “Singapore financial institution” has the meaning given to it in
paragraph 2 of the Fourteenth Schedule.
[Act 15 of 2017 wef 31/03/2017]

SIXTEENTH SCHEDULE
Sections 8(7) and 386AB

MEANINGS OF “SIGNIFICANT CONTROL”

AND “SIGNIFICANT INTEREST”
Definition of “significant control”
1. For the purposes of Part XIA, an individual or a legal entity has significant
control over a company or foreign company if the individual or legal entity —
(a) holds the right, directly or indirectly, to appoint or remove the directors
or equivalent persons of the company or foreign company who hold a
majority of the voting rights at meetings of the directors or equivalent
persons on all or substantially all matters;

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751 CAP. 50 Companies 2006 Ed.

SIXTEENTH SCHEDULE — continued

(b) holds, directly or indirectly, more than 25% of the rights to vote on
those matters that are to be decided upon by a vote of the members or
equivalent persons of the company or foreign company; or
(c) has the right to exercise, or actually exercises, significant influence or
control over the company or foreign company.

Definition of “significant interest”

2.—(1) For the purposes of Part XIA, an individual or a legal entity has a
significant interest in a company or foreign company having a share capital —
(a) if the individual or legal entity, as the case may be, has an interest in
more than 25% of the shares in the company or foreign company; or
(b) if —
(i) the individual or legal entity, as the case may be, has an interest
in one or more voting shares in the company or foreign
company; and
(ii) the total votes attached to that share, or those shares, is more
than 25% of the total voting power in the company or foreign
company.
(2) In sub-paragraph (1)(b), “voting share” does not include any treasury share
or any share mentioned in section 21(4B) or (6C).
3. For the purposes of Part XIA, an individual or a legal entity has a significant
interest in a company or foreign company that does not have a share capital if the
individual or legal entity holds, whether directly or indirectly, a right to share in
more than 25% of the capital, or more than 25% of the profits, of the company or
foreign company.

Supplementary provisions
4.—(1) Subject to sub-paragraphs (2), (3) and (5), subsections (1A) to (6A), (8),
(9) and (10) of section 7 apply in determining whether a person has an interest in a
share.
(2) If 2 or more persons jointly have an interest in a share, or jointly hold a right,
each of the persons is considered for the purposes of this Schedule as having an
interest in that share, or as holding that right, as the case may be.
(3) If shares in respect of which a person has an interest and the shares in respect
of which another person has an interest are the subject of a joint arrangement
between those persons, each of them is treated for the purposes of this Schedule as
having an interest in the combined shares of both of them.

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2006 Ed. Companies CAP. 50 752
SIXTEENTH SCHEDULE — continued
(4) If the rights held by a person and the rights held by another person are the
subject of a joint arrangement between those persons, each of them is treated for
the purposes of this Schedule as holding the combined rights of both of them.
(5) A share or right held by a person as nominee for another is to be considered
for the purposes of this Schedule as held by the other (and not by the nominee).
(6) In this paragraph —
(a) a “joint arrangement” is an arrangement between the persons having an
interest in shares or between holders of rights that they will exercise all
or substantially all the rights conferred by their respective shares (or
rights) jointly in a way that is pre-determined by the arrangement; and
(b) “arrangement” includes —
(i) any scheme, agreement or understanding, whether or not it is
legally enforceable; and
(ii) any convention, custom or practice of any kind,
but something does not count as an arrangement unless there is at least
some degree of stability about it (whether by its nature or terms, the
time it has been in existence or otherwise).
[Act 15 of 2017 wef 31/03/2017]

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 LEGISLATIVE SOURCE KEY
COMPANIES ACT
(CHAPTER 50)

.
Notes:—Unless otherwise stated, the abbreviations used in the references to
other Acts and statutory provisions are references to the following Acts and
statutory provisions. The references are provided for convenience and are not
part of the Act.

UK, 1948: United Kingdom, Companies Act 1948 (Chapter 38)

UK, 1985: United Kingdom, Companies Act 1985 (Chapter 6)
UK, Bill, 2002: United Kingdom, Companies Bill published with White Paper
on Modernising Companies Law in July 2002
UK, Treasury Shares: Companies (Acquisition of Own Shares) (Treasury
Shares) Regulations 2003 (No. 1116)
Aust., 1961: Australia, Companies Act 1961 (Victoria No. 6839/1961)
Aust., Co. Law Rev. Act, 1998: Australia, Company Law Review Act 1998
Aust., Corporations: Australia, Corporations Law (in force before
commencement of Australian Corporations Act 2001)
Aust., 2001: Australia, Corporations Act 2001
Aust., 2002: Australia, Corporations Act 2002
Canada, 1985: Canada Business Corporations Act (R.S. 1985, c. C-44)
NZ LRC: New Zealand, Company Law Reform: Transition and Revision
(Report No. 16 of Law Commission, Sept 1990)
NZ, 1993: New Zealand, Companies Act, 1993
HK: Hong Kong, Companies Ordinance (Chapter 32)
HK S(DI): Hong Kong, Securities (Disclosure of Interests) Ordinance
(Chapter 396, Revised Edition 1988)
Companies: Singapore, Companies Act (Chapter 50, 1994 Revised Edition)

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 LEGISLATIVE HISTORY
COMPANIES ACT
(CHAPTER 50)
This Legislative History is provided for the convenience of users of the
Companies Act. It is not part of the Act.
1. Act 42 of 1967 — Companies Act 1967
Date of First Reading : 5 December 1966
(Bill No. 58/66 published on
12 December 1966)
Date of Second Reading : 21 December 1966
Date Committed to Select Committee : 21 December 1966
Date of Presentation of Select : 7 December 1967 (Parl. 11 of
Committee Report 1967)
Date of Third Reading : 21 December 1967
Date of commencement : 29 December 1967
2. 1970 Revised Edition — Companies Act
Date of operation : 1 July 1971
3. Act 62 of 1970 — Companies (Amendment) Act 1970
Date of First Reading : 4 November 1970
(Bill No. 53/70 published on
10 November 1970)
Date of Second and Third Readings : 30 December 1970
Date of commencement : 1 October 1971
4. Act 49 of 1973 — Companies (Amendment) Act 1973
Date of First Reading : 25 July 1973
(Bill No. 46/73 published on
28 July 1973)
Date of Second and Third Readings : 28 July 1973
Date of commencement : 5 October 1973
5. Act 10 of 1974 — Companies (Amendment) Act 1974
Date of First Reading : 14 March 1974
(Bill No. 11/74 published on
15 March 1974)

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 ii
Date of Second and Third Readings : 27 March 1974
Date of commencement : 15 November 1974
6. Act 19 of 1975 — Companies (Amendment) Act 1975
Date of First, Second and Third : 19 August 1975 (Bill No. 44/75)
Readings
Date of commencement : 23 August 1975
7. Act 39 of 1975 — Companies (Amendment No. 2) Act 1975
Date of First Reading : 11 November 1975
(Bill No. 56/75 published on
11 November 1975)
Date of Second and Third Readings : 20 November 1975
Date of commencement : 1 November 1975
8. 1979 Reprint — Companies Act
Date of operation : 25 October 1979
9. G. N. No. S 177/1980 — Companies Act (Amendment of Second
Schedule) Notification 1980
Date of commencement : 23 June 1980
10. G. N. No. S 228/1982 — Companies Act (Amendment of Second
Schedule) Notification 1982
Date of commencement : 1 September 1982
11. Act 15 of 1984 — Companies (Amendment) Act 1984
Date of First Reading : 20 December 1983
(Bill No. 16/83 published on
27 December 1983)
Date of Second Reading : 17 January 1984
Date Committed to Select Committee : 17 January 1984
Date of Presentation of Select : 12 June 1984 (Parl. 3 of 1984)
Committee Report
Date of Third Reading : 29 June 1984
Date of commencement : 15 August 1984
12. G. N. No. S 215/1984 — Companies Act (Amendment of Second
Schedule) Notification 1984
Date of commencement : 27 August 1984

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 iii
13. 1985 Reprint — Companies Act
Date of operation : 15 February 1985
14. Act 15 of 1986 — Securities Industry Act 1986
(Consequential amendments made to Act by)
Date of First Reading : 26 February 1986
(Bill No. 3/86 published on
7 March 1986)
Date of Second and Third Readings : 31 March 1986
Date of commencement : 15 August 1986
15. G. N. No. S 263/1986 — Companies Act (Amendment of Second
Schedule) Notification 1986
Date of commencement : 24 October 1986
16. 1985 Revised Edition — Companies Act
Date of operation : 30 March 1987
17. G. N. No. S 337/1987 — Revised Edition of the Laws (Rectification)
Order 1987
Date of commencement : 30 March 1987
18. G. N. No. S 22/1989 — Revised Edition of the Laws (Rectification)
Order 1989
Date of commencement : 30 March 1987
19. G. N. No. S 143/1989 — Revised Edition of the Laws (Rectification) (No.
2) Order 1989
Date of commencement : 30 March 1987
20. Act 13 of 1987 — Companies (Amendment) Act 1987
Date of First Reading : 31 March 1986
(Bill No. 9/86 published on
10 April 1986)
Date of Second Reading : 5 May 1986
Date Committed to Select Committee : 5 May 1986
Date of Presentation of Select : 12 March 1987 (Parl. 5 of 1987)
Committee Report
Date of Third Reading : 26 March 1987
Date of commencement : 15 May 1987

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 iv
21. G. N. No. S 139/1987 — Companies Act (Amendment of Second and
Eighth Schedules) Notification 1987
Date of commencement : 15 May 1987
22. 1988 Revised Edition — Companies Act
Date of operation : 30 April 1988
23. G. N. No. S 130/1988 — Revised Edition of the Laws (Rectification)
Order 1988
Date of commencement : 30 April 1988
24. G. N. No. S 203/1988 — Companies Act (Amendment of Second
Schedule) Notification 1988
Date of commencement : 5 August 1988
25. G. N. No. S 204/1988 — Companies Act (Amendment of Eighth
Schedule) Notification 1987
Date of commencement : 1 September 1988
26. G. N. No. S 7/1989 — Companies Act (Amendment of Second Schedule)
Notification 1989
Date of commencement : 13 January 1989
27. 1990 Revised Edition — Companies Act
Date of operation : 1 January 1990
28. G. N. No. S 107/1990 — Companies Act (Amendment of Second
Schedule) Notification 1990
Date of commencement : 16 March 1990
29. G. N. No. S 113/1990 — Companies Act (Amendment of Second
Schedule) (No. 2) Notification 1990
Date of commencement : 23 March 1990
30. Act 40 of 1989 — Companies (Amendment) Act 1989
Date of First Reading : 22 March 1989
(Bill No. 24/89 published on
23 March 1989)
Date of Second Reading : 7 April 1989
Date Committed to Select Committee : 7 April 1989
Date of Presentation of Select : 27 October 1989 (Parl. 4 of
Committee Report 1989)

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 v
Date of Third Reading : 30 November 1989
Date of commencement : 23 March 1990
31. G. N. No. S 429/1990 — Companies Act (Amendment of Second
Schedule) (No. 3) Notification 1990
Date of commencement : 1 December 1990
32. G. N. No. S 279/1991 — Companies Act (Amendment of Second
Schedule) Notification 1991
Date of commencement : 1 July 1991
33. G. N. No. S 339/1991 — Companies Act (Amendment of Second
Schedule) (No. 2) Notification 1991
Date of commencement : 8 August 1991
34. Act 22 of 1993 — Companies (Amendment) Act 1993
Date of First Reading : 31 July 1992
(Bill No. 33/92 published on
1 August 1992)
Date of Second Reading : 14 September 1992
Date Committed to Select Committee : 14 September 1992
Date of Presentation of Select : 26 April 1993 (Parl. 2 of 1993)
Committee Report
Date of Third Reading : 28 May 1993
Date of commencement : 12 November 1993
35. Act 31 of 1993 — Goods and Services Tax (Amendment) Act 1993
(Consequential amendments made to Act by)
Date of First Reading : 26 February 1993
(Bill No. 14/93 published on
27 February 1993)
Date of Second Reading : 19 March 1993
Date Committed to Select Committee : 19 March 1993
Date of Presentation of Select : 7 September 1993 (Parl. 4 of
Committee Report 1993)
Date of Third Reading : 12 October 1993
Dates of commencement : 26 November 1993
(except paragraph (3) of Fifth
Schedule)

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 vi
36. 1994 Revised Edition — Companies Act
Date of operation : 15 March 1994
37. G. N. No. S 227/1995 — Revised Edition of the Laws (Rectification)
Order 1995
Date of commencement : 15 March 1994
38. Act 28 of 1994 — National Registration (Amendment) Act 1994
(Consequential amendments made to Act by)
Date of First Reading : 31 October 1994
(Bill No. 30/94 published on
1 November 1994)
Date of Second and Third Readings : 5 December 1994
Date of commencement : 1 March 1995
39. G. N. No. S 119/1995 — Companies Act (Amendment of Second
Schedule) Notification 1995
Date of commencement : 1 April 1995
40. Act 15 of 1995 — Bankruptcy Act 1995
(Consequential amendments made to Act by)
Date of First Reading : 25 July 1994
(Bill No. 16/94 published on
29 July 1994)
Date of Second Reading : 25 August 1994
Date Committed to Select Committee : 25 August 1994
Date of Presentation of Select : 7 March 1995 (Parl. 1 of 1995)
Committee Report
Date of Third Reading : 23 March 1995
Date of commencement : 15 July 1995
41. Act 22 of 1995 — Companies (Amendment) Act 1995
Date of First Reading : 25 May 1995
(Bill No. 17/95 published on
26 May 1995)
Date of Second and Third Readings : 7 July 1995
Date of commencement : 4 August 1995

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 vii
42. G. N. No. S 61/1997 — Companies Act (Amendment of Second Schedule)
Notification 1997
Date of commencement : 15 February 1997
43. G. N. No. S 344/1997 — Companies Act (Amendment of Second
Schedule) (No. 2) Notification 1997
Date of commencement : 1 August 1997
44. Act 7 of 1997 — Statutes (Miscellaneous Amendments) Act 1997
Date of First Reading : 11 July 1997
(Bill No. 6/97 published on
12 July 1997)
Date of Second and Third Readings : 25 August 1997
Dates of commencement : 1 October 1997 (except
section 3)
45. Act 38 of 1998 — Companies (Amendment) Act 1998
Date of First Reading : 4 September 1998
(Bill No. 36/98 published on
5 September 1998)
Date of Second and Third Readings : 12 October 1998
Date of commencement : 18 November 1998
46. Act 37 of 1999 — Bankruptcy (Amendment) Act 1999
(Consequential amendments made to Act by)
Date of First Reading : 3 August 1999
(Bill No. 26/99 published on
4 August 1999)
Date of Second and Third Readings : 18 August 1999
Date of commencement : 15 September 1999
47. Act 39 of 1999 — Police Force (Amendment) Act 1999
(Consequential amendments made to Act by)
Date of First Reading : 11 October 1999
(Bill No. 32/99 published on
12 October 1999)
Date of Second and Third Readings : 23 November 1999
Date of commencement : 10 January 2000

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 viii
48. G. N. No. S 387/2000 — Companies Act (Amendment of Second
Schedule) Notification 2000
Date of commencement : 29 August 2000
49. Act 36 of 2000 — Companies (Amendment) Act 2000
Date of First Reading : 9 October 2000
(Bill No. 28/2000 published on
10 October 2000)
Date of Second and Third Readings : 13 November 2000
Date of commencement : 22 January 2001
50. G. N. No. S 29/2001 — Companies Act (Amendment of Second Schedule)
Notification 2001
Date of commencement : 22 January 2001
51. G. N. No. S 99/2001 — Companies Act (Amendment of Fifth Schedule)
Notification 2001
Date of commencement : 22 February 2001
52. Act 26 of 2001 — Statutes (Miscellaneous Amendments and Repeal) Act
2001
Date of First Reading : 11 July 2001
(Bill No. 24/2001 published on
12 July 2001)
Date of Second and Third Readings : 25 July 2001
Date of commencement : 1 September 2001 (section 6)
53. Act 42 of 2001 — Securities and Futures Act 2001
(Consequential amendments made to Act by)
Date of First Reading : 25 September 2001
(Bill No. 33/2001 published on
26 September 2001)
Date of Second and Third Readings : 5 October 2001
Date of commencement : 1 January 2002 (Parts I, VIII, IX,
X and XV (except sections 314
and 342 (1) and (3)), First
Schedule, Second Schedule and
items (4)(o) and (q) and (7)(c) of
Fourth Schedule)
1 July 2002
1 October 2002

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 ix
54. G. N. No. S 675/2001 — Securities and Futures (Repeal of Provisions)
Notification 2001
Date of commencement : 1 January 2002
55. G. N. No. S 28/2002 — Companies Act (Amendment of Second Schedule)
Notification 2002
Date of commencement : 15 January 2002
56. G. N. No. S 236/2002 — Securities and Futures (Repeal of Provisions)
Notification 2002
Date of commencement : 1 July 2002
57. G. N. No. S 239/2002 — Companies Act (Amendment of Second
Schedule) (No. 2) Notification 2002
Date of commencement : 1 July 2002
58. Act 12 of 2002 — Companies (Amendment) Act 2002
Date of First Reading : 23 May 2002
(Bill No. 16/2002 published on
24 May 2002)
Date of Second and Third Readings : 8 July 2002
Dates of commencement : 15 August 2002 (sections 2(a)
and 36)
1 January 2003
13 January 2003
59. G. N. No. S 684/2002 — Companies (Accounts of Public Listed
Companies) (Substitution of Period)
Order 2002
Date of commencement : 1 January 2003
60. G. N. No. S 19/2003 — Companies Act (Amendment of Second Schedule)
Notification 2003
Date of commencement : 13 January 2003
61. G. N. No. S 20/2003 — Companies Act (Amendment of Eighth Schedule)
Notification 2003
Date of commencement : 13 January 2003
62. G. N. No. S 213/2003 — Companies (Accounts of Public Listed
Companies) (Substitution of Period)
Order 2003
Date of commencement : 28 April 2003

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 x
63. Act 8 of 2003 — Companies (Amendment) Act 2003
Date of First Reading : 28 February 2003
(Bill No. 3/2003 published on
1 March 2003)
Date of Second and Third Readings : 24 April 2003
Date of commencement : 15 May 2003
64. Act 9 of 2003 — Statutes (Miscellaneous Amendments) Act 2003
Date of First Reading : 20 March 2003
(Bill No. 7/2003 published on
21 March 2003)
Date of Second and Third Readings : 24 April 2003
Date of commencement : 16 May 2003
65. G. N. No. S 75/2004 — Companies Act (Amendment of Second Schedule)
Notification 2004
Date of commencement : 1 March 2004
66. Act 3 of 2004 — Accounting and Corporate Regulatory Authority Act
2004
(Consequential amendments made to Act by)
Date of First Reading : 5 January 2004
(Bill No. 1/2004 published on
6 January 2004)
Date of Second and Third Readings : 6 February 2004
Date of commencement : 1 April 2004
67. Act 5 of 2004 — Companies (Amendment) Act 2004
Date of First Reading : 5 January 2004
(Bill No. 3/2004 published on
6 January 2004)
Date of Second and Third Readings : 6 February 2004
Dates of commencement : 1st April 2004
1st October 2004
68. Act 4 of 2004 — Accountants Act 2004
(Consequential amendments made to Act by)
Date of First Reading : 5 January 2004
(Bill No. 2/2004 published on
6 January 2004)

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 xi
Date of Second and Third Readings : 6 February 2004
Date of commencement : 1 April 2004
69. G. N. No. S 193/2004 — Companies Act (Amendment of Second
Schedule) (No. 2) Notification 2004
Date of commencement : 1 April 2004
70. G. N. No. S 262/2004 — Companies Act (Amendment of Second
Schedule) (No. 3) Notification 2004
Date of commencement : 1 April 2004
71. Act 28 of 2004 — Statutes (Miscellaneous Amendments) (No. 2) Act 2004
Date of First Reading : 15 June 2004
(Bill No. 27/2004 published on
16 June 2004)
Date of Second and Third Readings : 20 July 2004
Date of commencement : 1 April 2004 (section 3 only)
72. G. N. No. S 57/2005 — Companies Act (Amendment of Second Schedule)
Notification 2005
Date of commencement : 1 February 2005
73. Act 5 of 2005 — Limited Liability Partnerships Act 2005
(Consequential amendments made to Act by)
Date of First Reading : 19 October 2004
(Bill No. 64/2004 published on
20 October 2004)
Date of Second and Third Readings : 25 January 2005
Date of commencement : 11 April 2005
74. Act 17 of 2005 — Statutes (Miscellaneous Amendments and Repeal) Act
2005
Date of First Reading : 18 April 2005
(Bill No. 7/2005 published on
19 April 2005)
Date of Second and Third Readings : 16 May 2005
Date of commencement : 15 July 2005

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 xii
75. Act 42 of 2005 — Statutes (Miscellaneous Amendments) (No. 2) Act 2005
Date of First Reading : 17 October 2005
(Bill No. 30/2005 published on
18 October 2005)
Date of Second and Third Readings : 21 November 2005
Dates of commencement : 30 January 2006 (sections 10,
12, 19 and 20(c))
1 April 2006
76. Act 21 of 2005 — Companies (Amendment) Act 2005
Date of First Reading : 18 April 2005
(Bill No. 11/2005 published on
19 April 2005)
Date of Second and Third Readings : 16 May 2005
Date of commencement : 30 January 2006
77. G. N. No. S 880/2005 — Companies Act (Amendment of Second
Schedule) (No. 2) Notification 2005
Date of commencement : 30 January 2006
78. G. N. No. S 55/2006 — Companies Act (Amendment of Second Schedule)
Notification 2006
Date of commencement : 30 January 2006
79. G. N. No. S 56/2006 — Companies Act (Amendment of Eighth Schedule)
Notification 2006
Date of commencement : 30 January 2006
80. Act 11 of 2005 — Trust Companies Act 2005
Date of First Reading : 25 January 2005
(Bill No. 1/2005 published on
26 January 2005)
Date of Second and Third Readings : 18 February 2005
Date of commencement : 1 February 2006
81. Act 9 of 2006 — Residential Property (Amendment) Act 2006
(Consequential amendments made to Act by)
Date of First Reading : 16 January 2006
(Bill No. 1/2006 published on
17 January 2006)
Date of Second and Third Readings : 14 February 2006

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 xiii
Date of commencement : 31 March 2006
82. Act 1 of 2006 — Payment Systems (Oversight) Act 2006
Date of First Reading : 21 November 2005
(Bill No. 39/2005 published on
22 November 2005)
Date of Second and Third Readings : 16 January 2006
Date of commencement : 23 June 2006
83. 2006 Revised Edition — Companies Act
Date of operation : 31 October 2006
84. Act 2 of 2007 — Statutes (Miscellaneous Amendments) Act 2007
Date of First Reading : 8 November 2006
(Bill No. 14/2006 published on
9 November 2006)
Date of Second and Third Readings : 22 January 2007
Dates of commencement : 1st March 2007
(with the exception of
Sections 6, 8 and 11)
85. Act 1 of 2007 — Banking (Amendment) Act 2007
Date of First Reading : 8 November 2006
(Bill No. 13/2006 published on
9 November 2006)
Date of Second and Third Readings : 22 January 2007
Date of commencement : 31 March 2007
86. Act 39 of 2007 — Accounting Standards Act 2007
(Consequential amendments made to Act by)
Date of First Reading : 16 July 2007
(Bill No. 27/2007 published on
17 July 2007)
Date of Second and Third Readings : 27 August 2007
Date of commencement : 1 November 2007
87. G. N. No. S 604/2007 — Companies Act (Amendment of Second
Schedule) Notification 2007
Date of commencement : 5 November 2007

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 xiv
88. G. N. No. S 605/2007 — Companies Act (Amendment of Eighth
Schedule) Notification 2007
Date of commencement : 5 November 2007
89. Act 5 of 2008 — Workmen’s Compensation (Amendment) Act 2008
(Consequential amendments made to Act by)
Date of First Reading : 12 November 2007
(Bill No. 50/2007 published on
13 November 2007)
Date of Second and Third Readings : 22 January 2008
Date of commencement : 1 April 2008
90. Act 7 of 2009 — Civil Law (Amendment) Act 2009
(Consequential amendments made to Act by)
Date of First Reading : 17 November 2008
(Bill No. 38/2008 published on
18 November 2008)
Date of Second and Third Readings : 19 January 2009
Dates of commencement : 1st March 2009
91. Act 5 of 2009 — International Interests in Aircraft Equipment Act 2009
(Consequential amendments made to Act by)
Date of First Reading : 17 November 2008
(Bill No. 37/2008 published on
18 November 2008)
Date of Second and Third Readings : 19 January 2009
Date of commencement : 1 May 2009
92. Act 21 of 2008 — Mental Health (Care and Treatment) Act 2008
(Consequential amendments made to Act by)
Date of First Reading : 21 July 2008
(Bill No. 11/2008 published on
22 July 2008)
Date of Second and Third Readings : 16 September 2008
Date of commencement : 1 March 2010

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 xv
93. Act 22 of 2008 — Mental Capacity Act 2008
(Consequential amendments made to Act by)
Date of First Reading : 21 July 2008
(Bill No. 13/2008 published on
22 July 2008)
Date of Second and Third Readings : 15 September 2008
Date of commencement : 1 March 2010
94. Act 15 of 2010 — Criminal Procedure Code 2010
(Consequential amendments made to Act by)
Date of First Reading : 26 April 2010
(Bill No. 11/2010 published on
26 April 2010)
Date of Second and Third Readings : 19 May 2010
Date of commencement : 2 January 2011
95. Act 34 of 2010 — Charities (Amendment) Act 2010
(Consequential amendments made to Act by)
Date of First Reading : 18 October 2010
(Bill No. 29/2010 published on
18 October 2010)
Date of Second and Third Readings : 22 November 2010
Date of commencement : 1 March 2011
96. Act 16 of 2011 — Insurance (Amendment) Act 2011
(Consequential amendments made to Act by)
Date of First Reading : 10 March 2011
(Bill No. 11/2011 published on
10 March 2011)
Date of Second and Third Readings : 11 April 2011
Date of commencement : 1 May 2011
97. G.N. No. S 718/2011 — Companies Act (Amendment of Second Schedule)
Notification 2011
Date of commencement : 1 January 2012

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 xvi
98. Act 2 of 2009 — Securities and Futures (Amendment) Act 2009
(Consequential amendments made to Act by)
Date of First Reading : 15 September 2008
(Bill No. 23/2008 published on
16 September 2008)
Date of Second and Third Readings : 19 January 2009
Date of commencement : 19 November 2012
(Sections 2(p), (t), (u), (v) and
(w), 42, 76, 113(b) and (c),
118(a) to (e) and (h) and 119)
99. Act 10 of 2013 — Financial Institutions (Miscellaneous Amendments)
Act 2013
(Consequential amendments made to Act by)
Date of First Reading : 4 February 2013 (Bill No.
4/2013 published on 4 February
2013)
Date of Second and Third Readings : 15 March 2013
Date of commencement : 18 April 2013
100. Act 11 of 2013 — Insurance (Amendment) Act 2013
(Consequential amendments made to Act by)
Date of First Reading : 4 February 2013 (Bill No.
5/2013 published on 4 February
2013)
Date of Second and Third Readings : 15 March 2013
Date of commencement : 18 April 2013
101. Act 34 of 2012 — Securities and Futures (Amendment) Act 2012
(Consequential amendments made to Act by)
Date of First Reading : 15 October 2012 (Bill No.
31/2012 published on
15 October 2012)
Date of Second and Third Readings : 15 November 2012
Date of commencement : 1 August 2013
102. G.N. No. S 704/2013 — Companies Act (Amendment of Eighth
Schedule) Notification 2013
Date of commencement : 2 December 2013

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 xvii
103. G.N. No. S 97/2014 — Companies Act (Amendment of Eighth Schedule)
Notification 2014
Date of commencement : 24 February 2014
104. Act 5 of 2014 — Subordinate Courts (Amendment) Act 2014
(Consequential amendments made to Act by)
Date of First Reading : 11 November 2013 (Bill No.
26/2013 published on
11 November 2013)
Date of Second and Third Readings : 21 January 2014
Date of commencement : 7 March 2014
105. Act 36 of 2014 — Companies (Amendment) Act 2014
Date of First Reading : 8 September 2014
(Bill No. 25/2014)
Date of Second and Third Readings : 8 October 2014
Date of commencement : 1 July 2015
3 January 2016
20 April 2018
106. G.N. No. S 382/2015 — Companies Act (Amendment of Second
Schedule) Notification 2015
Date of commencement : 1 July 2015
107. G.N. No. S 383/2015 — Companies Act (Amendment of Eighth
Schedule) Notification 2015
Date of commencement : 1 July 2015
108. Act 15 of 2017 — Companies (Amendment) Act 2017
Date of First Reading : 28 February 2017 (Bill No.
13/2017 published on
28 February 2017)
Date of Second and Third Readings : 10 March 2017
Date of commencement : 31 March 2017
23 May 2017
11 October 2017
31 August 2018
109. Act 21 of 2016 — Employment Claims Act 2016
Date of First Reading : 11 July 2016
(Bill No. 20/2016)

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Date of Second and Third Readings : 16 August 2016
Date of commencement : 1 April 2017
110. Act 31 of 2017 — Monetary Authority of Singapore (Amendment) Act
2017
Date of First Reading : 8 May 2017 (Bill No. 25/2017
published on 8 May 2017)
Date of Second and Third Readings : 4 July 2017
Date of commencement : 4 June 2018
111. Act 35 of 2018 — Companies (Amendment) Act 2018
Date of First Reading : 9 July 2018 (Bill No. 27/2018
published on 9 July 2018)
Date of Second and Third Readings : 6 August 2018
Date of commencement : 1 October 2018
112. Act 4 of 2017 — Securities and Futures (Amendment) Act 2017
Date of First Reading : 7 November 2016
(Bill No. 35/2016)
Date of Second and Third Readings : 9 January 2017
Date of commencement : 8 October 2018

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 COMPARATIVE TABLE
COMPANIES ACT
(CHAPTER 50)
The following provisions in the 1994 Revised Edition of the Companies Act
(Chapter 50) have been repealed.
This Comparative Table is provided for the convenience of users. It is not part of
the Companies Act.
2006 Ed. 1994 Ed.
— 42— Prohibition of carrying on
business with fewer than statutory
minimum of members
(Repealed by Act 5 of 2004)
— Part IV — Shares, Debentures and
Charges
Division 1 — Prospectuses
— 43— Requirement to issue form of
application for shares or
debentures with a prospectus
(Repealed by S 236/2002)
— 44— As to invitations to the public to
lend money to or to deposit money
with a corporation
(Repealed by S 236/2002)
— 45— Contents of prospectuses
(Repealed by S 236/2002)
— 45A— Profile statement
(Repealed by S 236/2002)
— 46— Exemption from requirements as
to form or content of prospectus or
profile statement
(Repealed by S 236/2002)
— 47— Abridged prospectus for
renounceable rights issues
(Repealed by S 236/2002)

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2006 Ed. 1994 Ed.

— 48— Restrictions on advertisements,
etc.
(Repealed by S 236/2002)
— 49— As to retention of over-
subscriptions in debenture issues
(Repealed by S 236/2002)
— 50— Registration of prospectus
(Repealed by S 236/2002)
— 50A— Lodging supplementary document
or replacement document
(Repealed by S 236/2002)
— 51— Exemption for certain
governmental and international
corporations as regards the signing
of a copy of prospectus by all
directors
(Repealed by S 236/2002)
— 52— Document containing offer of
shares for sale deemed prospectus
(Repealed by S 236/2002)
— 53— Allotment of shares and
debentures where prospectus
indicates application to list on
stock exchange
(Repealed by S 236/2002)
— 54— Expert’s consent to issue of
prospectus containing statement
by him
(Repealed by S 236/2002)
— 55— Civil liability for false or
misleading statements and
omissions
(Repealed by S 236/2002)
— 55A— Persons liable to inform person
making offer or invitation about
certain deficiencies
(Repealed by S 236/2002)

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2006 Ed. 1994 Ed.

— 55B— Defences
(Repealed by S 236/2002)
— 56— Criminal liability for false or
misleading statements and
omissions
(Repealed by S 236/2002)
— Division 2 — Restrictions on allotment and
commencement of business
— 57— Prohibition of allotment unless
minimum subscription received
(Repealed by S 236/2002)
— 58— Application and moneys to be held
by the company in trust in a
separate bank account until
allotment
(Repealed by S 236/2002)
— Division 3 — Shares
— 67— Power to pay certain commissions,
and prohibition of payment of all
other commissions, discounts, etc.
(Repealed by Act 21 of 2005)
— 68— Power to issue shares at a discount
(Repealed by Act 21 of 2005)
— 69— Issue of shares at premium
(Repealed by Act 21 of 2005)
— 69A— Relief from section 69
(Repealed by Act 21 of 2005)
— 69B— Merger relief
(Repealed by Act 21 of 2005)
— 69C— Relief from section 69 in respect
of group reconstruction
(Repealed by Act 21 of 2005)
— 69D— Retrospective relief from
section 69 in certain circumstances
(Repealed by Act 21 of 2005)

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2006 Ed. 1994 Ed.

— 69E— Provisions supplementary to
sections 69B and 69C
(Repealed by Act 21 of 2005)
— 69F— Power to make provision
extending or restricting relief from
section 69
(Repealed by Act 21 of 2005)
— 73— Special resolution for reduction of
share capital
(Repealed by Act 21 of 2005)
— Division 5 — Debentures
— 97— Qualifications of trustee for
debenture holders
(Repealed by S 236/2002)
— 98— Retirement of trustees
(Repealed by S 236/2002)
— 99— Contents of trust deed
(Repealed by S 236/2002)
— 101— Duties of trustees
(Repealed by S 236/2002)
— 102— Powers of trustee to apply to Court
for directions, etc.
(Repealed by S 236/2002)
— 103— Obligations of borrowing
corporation
(Repealed by S 236/2002)
— 104— Obligation of guarantor
corporation to furnish information
(Repealed by S 236/2002)
— 105— Loans and deposits to be
immediately repayable on certain
events
(Repealed by S 236/2002)
— 106— Liability of trustees for debenture
holders
(Repealed by S 236/2002)

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2006 Ed. 1994 Ed.

— Division 5A — Exemptions from Divisions 1
and 5 in relation to Prospectus Requirements
— 106A— Interpretation
(Repealed by S 236/2002)
— 106B— Offer made by or to certain
persons or under certain
circumstances
(Repealed by S 236/2002)
— 106C— Offer made to certain institutions
or persons
(Repealed by S 236/2002)
— 106D— Offer to sophisticated investors
(Repealed by S 236/2002)
— 106E— Circumstances in which a
prospectus is not required on first
sale of shares or debentures
acquired pursuant to exemptions
in section 106C or 106D
(Repealed by S 236/2002)
— 106F— Stock exchange offer
(Repealed by S 236/2002)
— 106G— Offer of international debentures
(Repealed by S 236/2002)
— 106H— Offer of debentures made by the
Government or international
financial institutions
(Repealed by S 236/2002)
— 106I— Reporting requirements
(Repealed by S 236/2002)
— 106J— Revocation of exemption
(Repealed by S 236/2002)
— 106K— Power to conduct investigations
(Repealed by S 236/2002)
— 106L— Transactions under exempted
offers subject to Division II of
Part XII of this Act and Part IX of

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2006 Ed. 1994 Ed.

Securities Industry Act
(Repealed by S 236/2002)
— Division 6 — Interests other than shares,
debentures, etc.
— 107— Interpretation of this Division
(Repealed by S 236/2002)
— 108— Approved deeds
(Repealed by S 236/2002)
— 109— Approval of deeds
(Repealed by S 236/2002)
— 110— Approval of trustees
(Repealed by S 236/2002)
— 111— Covenants to be included in deeds
(Repealed by S 236/2002)
— 112— Interests to be issued by
companies only
(Repealed by S 236/2002)
— 113— Statement to be issued
(Repealed by S 236/2002)
— 113A— Restriction on issue, etc., of
interest to public
(Repealed by S 236/2002)
— 114— No issue without approved deed
(Repealed by S 236/2002)
— 115— Register of interest holders
(Repealed by S 236/2002)
— 116— Returns, information, etc., relating
to interests
(Repealed by S 236/2002)
— 117— Penalty for contravention of
Division, etc.
(Repealed by S 236/2002)
— 118— Winding up of schemes, etc.
(Repealed by S 236/2002)

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2006 Ed. 1994 Ed.

— 119— Power to exempt from compliance
with Division and non-application
of Division in certain
circumstances
(Repealed by S 236/2002)
— 120— Liability of trustees
(Repealed by S 236/2002)
— Part V — Management and
Administration
Division 2 — Directors and officers
— 160A— Substantial property transactions
(Repealed by Act 38 of 1998)
— 160B— Exceptions from section 160A
(Repealed by Act 38 of 1998)
— 160C—Liability arising from contravention
of section 160A
(Repealed by Act 38 of 1998)
— 160D— Interpretation
(Repealed by Act 38 of 1998)
— 167— Prohibition of tax-free payments
to directors
(Repealed by Act 13 of 1987)
— Division 3 — Meetings and proceedings
— 173A— Interpretation of this Division
(Repealed by Act 5 of 2004)
— Division 5 — Annual return
— 198— Exemption from filing list of
members with annual return for
certain public companies
(Repealed by Act 12 of 2002)
— Part VI — Accounts and Audit
Division 1 — Accounts
— 201A— Consolidated accounts not to be
issued, etc., until receipt of

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2006 Ed. 1994 Ed.

accounts of subsidiaries
(Repealed by Act 5 of 2004)
— Division 2 — Audit
— 209B— Application of amendments made
to sections 201 to 204 and 207 and
new sections 201A and 209A
(Repealed by Act 5 of 2004)
— Part VII — Arrangements,
Reconstructions and Amalgamations
— 213— Take-over offers
(Repealed by S 675/2001)
— 214— Variation of take-over offers
(Repealed by S 675/2001)
— Part IX — Investigations
— 234— Investigation by resolution of
company
(Repealed by Act 13 of 1987)
— Part XI — Various Types of Companies,
etc.
Division 1 — Investment companies
— 355— Interpretation of this Division
(Repealed by Act 8 of 2003)
— 356— Restriction on borrowing by
investment companies
(Repealed by Act 8 of 2003)
— 357— Restriction on investments of
investment companies
(Repealed by Act 8 of 2003)
— 358— Restriction on underwriting by
investment companies
(Repealed by Act 8 of 2003)
— 359— Special requirements as to articles
and prospectus
(Repealed by Act 8 of 2003)

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2006 Ed. 1994 Ed.

— 360— Not to hold shares in other
investment companies
(Repealed by Act 8 of 2003)
— 361— Not to speculate in commodities
(Repealed by Act 8 of 2003)
— 362— Balance-sheets and accounts
(Repealed by Act 8 of 2003)
— 363— Investment fluctuation reserve
(Repealed by Act 8 of 2003)
— 364— Penalties
(Repealed by Act 8 of 2003)
— Division 2 — Foreign companies
— 374— As to fee payable on registration of
foreign company because of
establishment of a share register in
Singapore
(Repealed by Act 12 of 2002)
— Part XII — General
Division 2 — Offences
— 400— Restriction on offering shares,
debentures, etc., for subscription
or purchase
(Repealed by S 236/2002)
— 409B— Investigations by Commercial
Affairs Department
(Repealed by Act 39 of 1999)
— Third Schedule — Powers
(Repealed by Act 5 of 2004)
— Fifth Schedule — Prospectus
(Repealed by S 236/2002)
— Seventh Schedule — Statement required
pursuant to Division 6 of Part IV (Repealed
by S 236/2002)

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2006 Ed. 1994 Ed.

— Ninth Schedule — Accounts and
consolidated accounts
(Repealed by Act 12 of 2002)
— Tenth Schedule — Take-over offers
(Repealed by S 675/2001)

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