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Annotated Companies Act
> 143. Office hours > Flashcards
143. Office hours Flashcards
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Annotated Companies Act
(558 decks)
4. Interpretations
141. Application of Division
Sixteenth Schedule - MEANINGS OF “SIGNIFICANT CONTROL” AND “SIGNIFICANT INTEREST”
Fifteenth Schedule - FOREIGN COMPANIES TO WHICH PART XIA DOES NOT APPLY
Fourteenth Schedule - COMPANIES TO WHICH PART XIA DOES NOT APPLY
Thirteen Schedule - CRITERIA FOR SMALL COMPANY AND SMALL GROUP
Twelfth Schedule - CONTENTS OF DIRECTORS’ STATEMENT
Eleventh Schedule - POWERS OF JUDICIAL MANAGER
Sixth Schedule - STATEMENT IN LIEU OF PROSPECTUS
408. Default penalties
407. General penalty provisions
406. Frauds by officers
404. Fraudulently inducing persons to invest money
403. Dividends payable from profits only
402. False statements or reports
401. False and misleading statement
399. Court may compel compliance
396. Duty to take precautions against falsification
392. Irregularities
391. Power to grant relief
390. Disposal of shares of shareholder whose whereabouts unknown
388. Security for costs
387C. Electronic transmission in accordance with constitution, etc.
387B. Electronic transmission of documents
387A. Electronic transmission of notices of meetings
GENERAL 387. Service of documents on company
386AO. Codes of practice, etc.
386AN. Central register of controllers
386AM. Power to enforce
386AL. Nominee directors
386AK. Controller’s duty to provide change of information
386AJ. Controller’s duty to provide information
386AI. Duty of company and foreign company to correct information
386AH. Duty of company and foreign company to keep information up-to-date
386AG. Duty of company and foreign company to investigate and obtain information
386AF. Register of controllers
386AE. Meaning of “legal privilege”
386AD. State of mind of corporation, unincorporated association, etc.
386AC. Meaning of “registrable”
386AB. Interpretation of this Part
REGISTER OF CONTROLLERS AND NOMINEE DIRECTORS OF COMPANIES 386AA. Application of this Part
385. Certificate as to shareholding
384. Application of provisions of Act
383. No civil proceedings to be brought in respect of bearer shares or share warrants
382. Certificate as to shareholding
381. Register to be prima facie evidence
380. Contents of register and index of members of foreign companies
379. Register of members of foreign companies
378. Restriction on use of certain names
377D. Effect of restoration of foreign company
377C. Registrar may restore foreign company deregistered by mistake
377B. Registrar’s decision on application for administrative restoration of foreign company
377A. Application for administrative restoration of foreign company to register
377. Cesser of business in Singapore
376. Service of document
374. As to fee payable on registration of foreign company because of establishment of a share register in Singapore
373. Financial statements
372. Return to be filed where documents, etc., altered
371. Transitory provisions
370A. Alternate address
370. As to registered office and authorised representatives of foreign companies
369. Power to refuse registration of a foreign company in certain circumstances
368B. Savings and transitional provisions for existing particulars of directors and authorised representatives
354. Outstanding assets of defunct unregistered company
368A. Duty of directors and authorised representatives to provide information to foreign company
368. Documents, etc., to be lodged by foreign companies having place of business in Singapore
367. Power of foreign companies to hold immovable property
366. Interpretation of this Division
365. Foreign companies to which this Division applies
364A. Regulations
364. Duties of company with respect to issue of certificates
363. Duty of company to register pre-existing charges
362. Revocation of registration
361. Effect of registration
360. When registration must be refused
359. Registration
358. Application for registration
357. Names of companies to be registered under this Part
356. Interpretation of this Part
[355. Foreign corporate entities to which this Part applies
353. Power of Court to stay or restrain proceedings
352. Contributories in winding up of unregistered company
351. Winding up of unregistered companies
350. Definition of unregistered company
349. Accounts and audit
348. Liability of Official Receiver and Government as to property vested in Official Receiver
347. Disposal of outstanding interests in property
346. Outstanding assets of defunct company to vest in Official Receiver
345. Official Receiver to act as representative of defunct company in certain events
344H. Retention of books and papers upon striking off
344G. Effect of restoration
344F. Registrar may restore company deregistered by mistake
344E. Registrar’s decision on application for administrative restoration
344D. Application for administrative restoration to register
344C. Objections to striking off
344B. Withdrawal of application
344A. Striking off on application by company
344. Power of Registrar to strike defunct company off register
343. Power of Court to declare dissolution of company void
342. Prosecution of delinquent officers and members of company
341. Power of Court to assess damages against delinquent officers, etc.
340. Responsibility for fraudulent trading
339. Liability where proper accounts not kept
338. Penalty for destruction, falsification, etc., of books
337. Inducement to be appointed liquidator
336. Offences by officers of companies in liquidation
335. Duties of bailiff as to goods taken in execution
334. Restriction of rights of creditor as to execution or attachment
332. Disclaimer of onerous property
331. Liquidator’s right to recover in respect of certain sales to or by company
330. Effect of floating charge
329. Undue preference
328. Priorities
327. Proof of debts
326. Special commission for receiving evidence
325. Meetings to ascertain wishes of creditors or contributories
324. Resolutions passed at adjourned meetings of creditors and contributories
323. Expenses of winding up where assets insufficient
322A. Outstanding assets of company wound up on grounds of national security or interest
322. Unclaimed assets to be paid to Official Receiver
321. Investment of surplus funds on general account
320. Books and papers of company and liquidator
319. Notification that a company is in liquidation
318. Liquidator to make good defaults
317. Liquidator’s accounts
316. Notice of appointment and address of liquidator
315. Appeal against decision of liquidator
314. Powers of Official Receiver where no committee of inspection
313. Books to be kept by liquidator
312. Limitation on right to wind up voluntarily
311. Costs
310. Application to Court to have questions determined or powers exercised
309. Arrangement when binding on creditors
308. Final meeting and dissolution
307. Annual meeting of members and creditors
306. Power of liquidator to accept shares, etc., as consideration for sale of property of company
305. Powers and duties of liquidator
304. Act of liquidator valid, etc.
303. Review of liquidator’s remuneration
302. Removal of liquidator The Court may, on cause shown, remove a liquidator and appoint another liquidator.
301. Appointment of liquidator
Provisions applicable to every voluntary winding up 300. Distribution of property of company
299. Property and proceedings
298. Committee of inspection
297. Liquidator
Provisions applicable only to creditors’ voluntary winding up 296. Meeting of creditors
295. Duty of liquidator to call creditors’ meeting in case of insolvency
294. Liquidator
293. Declaration of solvency
292. Effect of voluntary winding up
291. Provisional liquidator
290. Circumstances in which company may be wound up voluntarily
289. Powers of Court cumulative
288. Delegation to liquidator of certain powers of Court
287. Power to arrest absconding contributory, director or former director
286. Power to order public examination of promoters, directors, etc.
285. Power to summon persons connected with company
284. Inspection of books and papers by creditors and contributories
283. Claims of creditors and distribution of assets
282. Appointment of special manager
281. Payment of debts due by contributory, to company, and extent to which set-off allowed
280. Settlement of list of contributories and application of assets
279. Power to stay winding up
278. Constitution and proceedings of committee of inspection
277. Meetings to determine whether committee of inspection to be appointed
276. As to orders for release or dissolution
275. Release of liquidators and dissolution of company
274. Payment by liquidator into bank
273. Exercise and control of liquidator’s powers
272. Powers of liquidator
271. Report by liquidator
270. Statement of company’s affairs to be submitted to Official Receiver
269. Custody and vesting of company’s property
268. General provisions as to liquidators
267. Provisional liquidator
266. Control of Official Receiver by Minister
265. Control of unofficial liquidators by Official Receiver
264. Provisions where person other than Official Receiver is appointed liquidator
263. Appointment, style, etc., of liquidators
262. Copy of order to be lodged, etc.
261. Winding up application to be lis pendens
260. Avoidance of certain attachments, etc.
259. Avoidance of dispositions of property, etc.
258. Power to stay or restrain proceedings against company
257. Powers of Court on hearing winding up application
256. Payment of preliminary costs, etc.
247. Modes of winding up
255. Commencement of winding up
250. Liability as contributories of present and past members (winding up)
246. Inspectors appointed in other countries
245. Power to impose restrictions on shares or debentures
244. Power to require information as to persons interested in shar
243. Appointment and powers of inspectors to investigate ownership of company
242. Penalties
241. Winding up of company
240. Suspension of actions and proceedings by declared company
239. Powers of inspector in relation to a declared company
238. Report of inspector to be admissible in evidence
237. As to costs of investigations
236. Procedure and powers of inspector
235. Investigation of affairs of related corporation
234. Investigation by resolution of company
233. As to reports of inspectors
232. Investigation of affairs of company by inspectors at direction of Minister
231. Appointment of inspectors for declared companies
230. Power to declare company or foreign company
229. Interpretation (Investigations)
228. Application of this Part (Investigations)
227X. Application of certain provisions in Parts VII and X to a company under judicial management
227W. Inquiry into company’s dealings, etc.
227V. Duty to co-operate with judicial manager
227U. Delivery and seizure of property
227T. Undue preference in case of judicial management
227S. Trade union representation on behalf of members who are creditors and employees of a company
227R. Protection of interests of creditors and members
227Q. Duty to apply for discharge of judicial management order
227P. Duty to manage company’s affairs, etc., in accordance with approved proposals
227O. Committee of creditors
227N. Consideration of proposals by creditors’ meeting
227M. Statement of proposals
227L. Company’s statement of affairs
227K. Information to be given by and to judicial manager
227J. Vacation of office and release
227I. Agency and liability for contracts
227HA. Super priority for rescue financing
227H. Power to deal with charged property, etc.
227G. General powers and duties of judicial manager
227F. Vacancy in appointment of judicial manager
227E. Notification of judicial management order
227D. Effect of judicial management order
227C. Effect of application for a judicial management order
227B. Power of Court to make a judicial management order and appoint a judicial manager
227A. Application to Court for a company to be placed under judicial management and for appointment of a judicial manager
227AA. Interpretation of this Part (Judicial management)
227. Enforcement of duty of receiver, etc., to make returns
226. Payments of certain debts out of assets subject to floating charge in priority to claims under charge
225. Lodging of accounts of receivers and managers
224. Special provisions as to statement submitted to receiver
223. Provisions as to information where receiver or manager appointed
222. Statement that receiver appointed
221. Notification of appointment of receiver
220. Appointment of liquidator as receiver
219. Power of Court to fix remuneration of receivers or managers
218. Liability of receiver
217. Disqualification for appointment as receiver
216B. Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A
216A. Derivative or representative actions
216. Personal remedies in cases of oppression or injustice
215K. Transfer of money or other consideration paid under terms of amalgamation to Official Receiver
215J. Solvency statement in relation to amalgamated company and offence for making false statement
215I. Solvency statement in relation to amalgamating company and offence for making false statement
215H. Power of Court in certain cases
215G. Effect of amalgamations
215F. Notice of amalgamation, etc.
215E. Registration of amalgamation
215D. Short form amalgamation
215C. Manner of approving amalgamation proposal
215B. Amalgamation proposal
215A. Amalgamations
215AB. Effect of impossibility, etc., of communicating or accepting offer made under scheme or contract
215AA. Joint offers
215. Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority
213 to 214
212. Approval of compromise or arrangement by Court
211J. Power of Court to review act, omission or decision, etc., after approval, etc., of compromise or arrangement
211I. Power of Court to approve compromise or arrangement without meeting of creditors
211H. Power of Court to cram down
211G. Power of Court to order re-vote
211F. Filing, inspection and adjudication of proofs of debt
211E. Super priority for rescue financing
211D. Restraint of disposition of property, etc., during moratorium period
211C. Power of Court to restrain proceedings, etc., against subsidiary or holding company
211B. Power of Court to restrain proceedings, etc., against company
211A. Application of sections 211B to 211J, etc.
211. Information as to compromise with creditors, members and holders of units of shares of company
210. Power to compromise with creditors, members and holders of units of shares
209B. Application of amendments made to sections 201 to 204 and 207 and new sections 201A and 209A
209A. Interpretation of this Part
209. Duties of auditors to trustee for debenture holders
208A. Provisions indemnifying auditors
208. Auditors and other persons to enjoy qualified privilege in certain circumstances
207. Powers and duties of auditors as to reports on financial statements
206. Auditors’ remuneration
205D. Registrar may require company exempt from audit requirements to lodge audited financial statements
205C. Small company exempt from audit requirements
205B. Dormant company exempt from audit requirements
205A. Certain companies exempt from obligation to appoint auditors
205AF. Appointment of new auditor in place of resigning auditor
205AE. Privilege against defamation
205AD. Court may order written statement not to be sent out
205AC. Written statement to be disseminated unless application to court made
205AB. Resignation of auditor of public interest company or subsidiary company of public interest company
205AA. Resignation of non-public interest company auditors
205. Appointment and remuneration of auditors
204. Penalty
203A. Provision of summary financial statement to members
203. Members of company entitled to financial statements, etc.
[202B. Registrar’s application to Court in respect of defective financial statements, or consolidated financial statements and balance-sheet]
[202A. Voluntary revision of defective financial statements, or consolidated financial statements or balance-sheet]
202. Relief from requirements as to form and content of financial statements and directors’ statement
201C. Directors need not lay financial statements before company if resolution under section 175A in force
201B. Audit committees
201AA. Retention of documents laid before company at annual general meeting
201A. Certain dormant companies exempted from duty to prepare financial statements
201. Financial statements and consolidated financial statements
200 to 200A
199. Accounting records and systems of control
198. Exemption from filing list of members with annual return for certain public companies
197. Annual return by companies
196D. Maintenance of old register of members
196C. Application of sections 194 and 195
196B. Information to be provided by pre-existing private companies
196A. Electronic register of members
196. Branch registers
195. Limitation of liability of trustee, etc., registered as holder of shares
194. Power of Court to rectify register
193. Consequences of default by agent
192. Inspection and closing of register
191. Where register to be kept
190. Register and index of members of public companies
189A. Application and interpretation of Division
189. Inspection of minute books
188. Minutes of proceedings
187. Resolutions at adjourned meetings
186. Registration and copies of certain resolutions
185. Resolution requiring special notice
184G. Resolutions of one member companies
184F. Recording of resolutions passed by written means
184E. Company’s duty to notify members that resolution passed by written means
184DA. Period for agreeing to written resolution
184D. Members may require general meeting for resolution
184C. Where directors seek agreement to resolution by written means
184B. Requirements for passing of resolutions by written means
184A. Passing of resolutions by written means
184. Special resolutions
183. Circulation of members’ resolutions, etc.
182. Power of Court to order meeting
181. Proxies
180. As to member’s rights at meetings
179. Quorum, chairman, voting, etc., at meetings
178. Right to demand a poll
177. Calling of meetings
176. Convening of extraordinary general meeting on requisition
175A. Private company may dispense with annual general meetings
175. Annual general meeting
174. Statutory meeting and statutory report
173I. Transitional provisions for old registers of directors, managers, secretaries and auditors
173H. Penalty for breach under sections 173, 173A, 173B, 173C and 173G
173E. Self-notification in certain circumstances
173G. Provision and use of residential address
173F. Amendment of register by Registrar
173D. Savings and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors
173C. Duty of company to keep consents of directors and secretaries
173B. Duty of directors, chief executive officers, secretaries and auditors to provide information to company
173A. Duty of company to provide information on directors, chief executive officers, secretaries and auditors
173. Registers of directors, chief executive officers, secretaries and auditors
172B. Third party indemnity
172A. Provision of insurance
172. Provision protecting officers from liability
171. Secretary
170. Provisions as to assignment of office
169. Provision and improvement of director’s emoluments
168. Payments to director for loss of office, etc.
166 to 167
165. General duty to make disclosure
164A. Power to require disclosure of directors’ emoluments
164. Register of director’s and chief executive officer’s shareholdings
163B. Exception for expenditure in connection with regulatory action or investigation
163A. Exception for expenditure on defending proceedings, etc.
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.
162. Loans and quasi-loans to directors, credit transactions and related arrangements
161. Approval of company required for issue of shares by directors
160A to 160D
160. Approval of company required for disposal by directors of company’s undertaking or property
159. Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council
158. Disclosure of company information by certain directors
157C. Use of information and advice
157B. Director declarations where company has one director
157A. Powers of directors
157. As to the duty and liability of officers
156. Disclosure of interests in transactions, property, offices, etc.
155C. Disqualification under Limited Liability Partnerships Act
155B. Debarment for default of relevant requirement of this Act
155A. Disqualification for being director in not less than 3 companies which were struck off within 5-year period
155. Disqualification for persistent default in relation to delivery of documents to Registrar
154. Disqualification to act as director on conviction of certain offences
153. Age limit for directors
152. Removal of directors
151. Validity of acts of directors and officers
150. Appointment of directors to be voted on individually
149B. Appointment of directors by ordinary resolution
149A. Disqualification of directors of companies wound up on grounds of national security or interest
149. Disqualification of unfit directors of insolvent companies
148. Restriction on undischarged bankrupt
147. Qualification of director
146. Restrictions on appointment or advertisement of director
145. Directors
144. Publication of name and registration number
143. Office hours
142. Registered office of company
140. Charges, etc., created before 29th December 1967
139. Documents made out of Singapore
138. Company to keep copies of charging instruments and register of charges
137. Extension of time and rectification of register of charges
136. Entries of satisfaction and release of property from charge
135. Endorsement of certificate of registration on debentures
134. Register of charges to be kept by Registrar
133. Duty of company to register charges existing on property acquired
132. Duty to register charges
131. Registration of charges
Division 7A — The Central Depository System—a book-entry or scripless system for the transfer of securities
130AE. Duties of company with respect to issue of certificates and default in issue of certificates
130AD. Certification of prima facie title
130AC. Transfer by personal representative
130AB. Notice of refusal to register transfer by public companies
130AA. Registration of transfer at request of transferor by public companies
130. Transfer of shares and debentures in public companies
129. Notice of refusal to register transfer by private companies
128A. Notice of transfer of shares
128. Registration of transfer at request of transferor by private companies
127. Transfer of debentures in private companies
126. Transfer of shares in private companies
125. Loss or destruction of certificates
124. Company may have duplicate common seal
123. Certificate to be evidence of title
122. Numbering of shares
121. Nature of shares
101 to 120
100. Power of Court in relation to certain irredeemable debentures
99. Contents of trust deed
98. Retirement of trustees
97. Qualifications of trustee for debenture holders
96. Reissue of redeemed debentures
95. Perpetual debentures
94. Specific performance of contracts
93. Register of debenture holders and copies of trust deed
92. Power of company to require disclosure of beneficial interest in its voting shares
91. Powers of Court with respect to defaulting substantial shareholders
90. Defence to prosecutions
88. Company to keep register of substantial shareholders
87. Registrar may extend time for giving notice under this Division
86. Persons holding shares as trustees
85. References to operation of section 7
84. Person who ceases to be substantial shareholder to notify company
83. Substantial shareholder to notify company of change in interests
81. Substantial shareholdings and substantial shareholders
82. Substantial shareholder to notify company of his interests
80. Persons obliged to comply with Division
78K. Liability of members on reduced shares
78I. Court order approving reduction
78H. Creditor protection
78G. Reduction by special resolution subject to Court approval
78F. Power of Court where creditor objection made
78E. Position at end of period for creditor objections
78D. Creditor’s right to object to company’s reduction
78C. Reduction of share capital by public company
78B. Reduction of share capital by private company
78A. Preliminary
78. Power of company to pay interest out of capital in certain cases
77. Options over unissued shares
76K. Treasury shares: disposal and cancellation
76J. Treasury shares: voting and other rights
76I. Treasury shares: maximum holdings
76H. Treasury shares
76G. Reduction of capital or profits or both on cancellation of repurchased shares
76F. Payments to be made only if company is solvent
76E. Authority for market acquisition
76DA. Contingent purchase contract
76D. Authority for selective off-market acquisition
76C. Authority for off-market acquisition on equal access scheme
76B. Company may acquire its own shares
76A. Consequences of company financing dealings in its shares, etc.
76. Company financing dealings in its shares, etc.
75. Rights of holders of preference shares to be set out in constitution
74A. Conversion of shares
74. Rights of holders of classes of shares
73B. Notice of redenomination
73A. Effect of redenomination
73. Redenomination of shares
72. Validation of shares improperly issued
71. Power of company to alter its share capital
70. Redeemable preference shares
60 to 69F
68. Issue of shares for no consideration
67. Use of share capital to pay expenses incurred in issue of new shares
66. Share warrants
65. Differences in calls and payments, etc.
64A. Issue of shares with different voting rights by public company
64. Rights and powers attaching shares
63C. Notice of increase in total amount paid up on shares
63B. Lodgment of documents in relation to allotment
63A. Return as to allotments by public companies
63. Return as to allotments by private companies
62B. Transitional provisions for section 62A
62A. No par value shares
62. Restriction on varying contracts referred to in prospectus, etc.
61. Restrictions on commencement of business in certain circumstances
60. Requirements as to statements in lieu of prospectus
59. Restriction on allotment in certain cases
41C. Alternative to sealing
41B. Execution of deeds by company
41A. Common seal
41. Ratification by company of contracts made before incorporation
39. Effect of constitution
38. As to constitution of companies limited by guarantee
37. Adoption of model constitution
36. Model constitution
35. Regulations for company
34. Alteration of constitution by company pursuant to repeal and re-enactment of sections 10 and 14 of Residential Property Act
33. Alterations of objects in constitution
32. Default in complying with requirements as to private companies
31. Change from public to private company
30. Registration of unlimited company as limited company, etc.
29A. Omission of “Limited” or “Berhad” in names of companies registered under Charities Act
29. Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act
28. Change of name
27. Names of companies
26A. Power to entrench provisions of constitution of company
26. General provisions as to alteration of constitution
25D. Persons connected with director in section 25C
25C. Constitutional limitations: transactions with directors or their associates
25B. Power of directors to bind company
25A. No constructive notice
25. Ultra vires transactions
24. Power of company to provide for employees on cessation of business
23. Capacity and powers of company
22. Requirements as to constitution
21. Membership of holding company
20A. Minimum of one member
20. Power to refuse registration
19. Registration and incorporation
18. Private company
17. Formation of companies
16. Instant Information Service — exclusion of liability for errors or omissions
14. Relodging of lost registered documents
13. Enforcement of duty to make returns
12D. Rectification or updating on Registrar’s initiative
12C. Rectification by Registrar on application
12B. Rectification by High Court
12A. Electronic transaction system
12. Registers
11. Disqualification of liquidators
10. Company auditors
9. Approved liquidators
8H. Security of information
8F. Investigation of certain matters
8E. Saving for advocates and solicitors
8D. Destruction, mutilation, etc., of company documents
8C. Copies of or extracts from books to be admitted in evidence
8B. Power of Magistrate to issue warrant to seize books
8A. Inspection of books of corporation
8. Administration of Act and appointment of Registrar of Companies, etc.
7A. Solvency statement and offence for making false statement
7. Interests in shares
6. When corporations deemed to be related to each other
5B. Definition of wholly owned subsidiary
5A. Definition of ultimate holding company
5. Definition of subsidiary and holding company
