168 Payments to director for loss of office, etc. It is known as the Company Act (Cap 50, 1994 Revised Edition of the Singapore Statues). The VCCA introduces the Variable Capital Company (VCC), which is a new corporate structure available for fund managers to structure investment funds in Singapore. Under the Companies Act, Singapore companies are no longer required to use the common seal in the execution of documents as a deed, or other documents such as share certificates. (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 allow inspection of the company records is to be regarded as a duty to allow inspection of —, a reproduction of the recording, or the relevant part of the recording, in hard copy form; or. (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. any person whose interests have been, are or would be affected by the conduct. 442, 445; Aust., 1961, s. 381]. (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 difficult to do so, that does not prevent the offer from being made under a scheme or contract for the purposes of section 215. 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)(. does that which under this Act he is forbidden to do; does not do that which under this Act he is required or directed to do; or. Copyright © 2020 Government of Singapore. (3) The conditions for the exercise of the rights conferred by section 215(3) are satisfied —. by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding the lower of the following: one half of the amount of the maximum fine that is prescribed for the offence at the time it was committed; (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. a company and its creditors or any class of them; a company and its members or any class of them; or. Disqualification under Section 148 of the Singapore Companies Act (CAP. 203 Members of company entitled to financial statements, etc. Singapore Companies Act. On 10 March 2017, Singapore's Parliament passed a number of amendments to the Companies Act that is to take effect in various tranches, the first of which takes effect on 31 March 2017 and involves the removal of the requirement for a Singapore company to have a company seal. The Singapore Companies Act was enacted in 1967. (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. Under section 156 of the Companies Act, a director is required, subject to certain exceptions, to disclose his material interest in certain transactions to the Board at a directors’ meeting. —(1) If, on an investigation under this Act, it is shown that proper books of account were not kept by the company throughout the shorter of —. Revised Editions of Subsidiary Legislation. (2) An amalgamation proposal may specify the date on which the amalgamation is intended to become effective. (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. 163A Exception for expenditure on defending proceedings, etc. (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 —. 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. 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. 76 Company financing dealings in its shares, etc. an order extending the period for doing any act, matter or thing or instituting or taking any proceeding under this Act 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. (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 —. “property” includes property, rights and powers of every description. 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. by a related corporation of the transferee or by a nominee of that related corporation. (3AB) The conditions referred to in subsection (3AA) are as follows: unless the Court orders otherwise, a majority in number of —. (2) For the purposes of this section, a document shall also be treated as given or sent to, or served on a person where —. 156 Disclosure of interests in transactions, property, offices, etc. (2) For the purposes of this section, a member has given implied consent if the constitution of the company —. Like any other land, Singapore too has its Company Act that governs the businesses incorporated in Singapore. You will find below the key extracts from the Singapore Companies Act Ch50 act along with the full Act. 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. (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. 67 Use of share capital to pay expenses incurred in issue of new shares, 71 Power of company to alter its share capital, 72 Validation of shares improperly issued, 74 Rights of holders of classes of shares, 75 Rights of holders of preference shares to be set out in constitution. (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. (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. A company may apply to ACRA (Accounting and Corporate Regulatory Authority) to strike its name off the Register pursuant to Section 344 of the Companies Act. 156 Disclosure of interests in transactions, property, offices, etc. the shares of all but one of the amalgamating companies will be cancelled without payment or other consideration; 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. shares that are held by the transferor company as treasury shares on the date of the offer; or. (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. Acts of Parliament are available without charge, and updated monthly, at the Singapore Government Statutes. (2) The persons referred to in subsection (1) are —, in the case of a company being wound up, the liquidator; and. The Singapore Companies Act (Chapter 50) (the "CA") is the primary legislation regulating corporate entities in Singapore.Ensuring the CA is kept up-to-date in order to efficiently reflect the realities of business in Singapore and maintain Singapore's strength as a global business hub, whilst at the same time providing appropriate safeguards for stakeholders, is a key concern of policy makers. FSIE is applicable to: Foreign sourced dividend – a dividend paid by a non-Singapore tax resident company, which may have been temporarily deposited into a foreign custodian account before its remittance into Singapore. —(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. Also, each Singapore branch is required to file a Tax Return on an annual basis. (8B) Nothing in the definition of “shares” in subsection (8A) shall be read as requiring any securities to be treated —, as shares of the same class as those into which they are convertible or for which the holder is entitled to subscribe; or. Section 157A (1) of the Companies Act provides that the business of a company shall be managed by or under the direction of the directors. 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. Company Name . Personal remedies in cases of oppression or injustice, —(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 —, Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A. (7) Any director who contravenes subsection (6) shall be guilty of an offence. The Financial Reporting Standards of Singapore require all companies to prepare year-end Financial Statements that provide a summary of its financial activities during the accounting year. (5) An order may be made under subsection (4)(, (6) The Court shall not make an order under this section unless it is satisfied —, in the case of an order referred to in subsection (4)(. Applies to: Finance Company View Document Finance Companies Act (Cap. (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. 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; 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 are to be allotted or appropriated by that company to or for any person; the continuation by or against the transferee company of any legal proceedings pending by or against the transferor company; the dissolution, without winding up, of the transferor company; 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; such incidental, consequential and supplemental matters as are necessary to secure that the reconstruction or amalgamation shall be fully and effectively carried out. (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. Dividend declarations may be made based on promising quarterly or half-yearly results, but are revocable at any time before payment. (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. it appears to be prima facie in the interests of the company that the action or arbitration be brought, prosecuted, defended or discontinued. in the case of a corporation that is a subsidiary, an auditor of the holding company. shall be treated as held or acquired by the transferee. Please check the legislation timeline to ensure that you are viewing the correct legislation version. 157 As to the duty and liability of officers, 157B Director declarations where company has one director, 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, 161 Approval of company required for issue of shares by directors, 162 Loans and quasi-loans to directors, credit transactions and related arrangements. (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. deal with any moneys received under subsection (1) as if the moneys were paid to him under section 197 of the Insolvency, Restructuring and Dissolution Act 2018; and. 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. details of any arrangement necessary to complete the amalgamation and to provide for the subsequent management and operation of the amalgamated company. It makes the filing of documents with the Registrar of Companies and the issue of documents by him medium neutral, in order to facilitate the use of the electronic filing system known as Bizfile. —(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. 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. (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. Company Law in Singapore. 62 Restriction on varying contracts referred to in prospectus, etc. (2) Where the amalgamated company is a new company —, the reference to a person named in the constitution as a director or the secretary of the proposed company in section 19(2)(, 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. One situation is where the director requires funds to carry out business on behalf of the company. (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. Auditors will hold office from the time of their appointment until the conclusion of the company’s next annual general … This article aims to provide guidance to small business owners who: 1. with respect to proceedings and the practice and procedure of the Court under this Act; with respect to any matter or thing which is by this Act required or permitted to be prescribed by rules; and.
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