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(2)  The persons referred to in subsection (1) are —, in the case of a company being wound up, the liquidator; and. (3AA)  If the conditions set out in subsection (3AB) are satisfied, a compromise or an arrangement shall be binding —, in the case of a company in the course of being wound up, on the liquidator and contributories of the company, and on all —, in the case of any other company, on the company and on all —. The 2017 Amendment has made significant changes to the manner in which companies are regulated in Singapore. The Company Constitution is a mandatory document as required under the Companies Act. 76A Consequences of company financing dealings in its shares, etc. any person whose interests have been, are or would be affected by the conduct. On March 10, 2017, Singapore's Parliament approved the Companies (Amendment) Bill 2017 ("Act") to enhance the country's corporate debt restructuring framework. (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. (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. those shareholders have no address in Singapore registered with the company; the offer was not communicated to those shareholders —, in order not to contravene the law of a country or territory outside Singapore; or, because communication to those shareholders would in the circumstances be unduly onerous; and, 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. Disqualification under Section 148 of the Singapore Companies Act (CAP. (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. 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. 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. 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. See also, [UK, 1948, s. 270 (6); Aust., 1961, s. 249 (5)], [UK, 1948, s. 448; UK, 1985, s. 727; Aust., 1961, s. 365], [UK, 1948, ss. otherwise contravenes or fails to comply with any provision of this Act. (2)  In subsection (1), “officer” includes a person who at any time has been an officer of the corporation. authorises another person to lodge or file with or submit to the Registrar any document. 442, 445; Aust., 1961, s. 381]. provides for the use of electronic communications; specifies the manner in which electronic communications is to be used; and. 396A. 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. Copyright © 2020 Government of Singapore. —(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: —(1)  Upon the receipt of the relevant documents and fees, the Registrar shall —, —(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 relation to the amalgamation proposal, and may, without limiting the generality of this subsection, make an order —, Solvency statement in relation to amalgamating company and offence for making false statement, —(1)  For the purposes of section 215C(2)(, Solvency statement in relation to amalgamated company and offence for making false statement, Transfer of money or other consideration paid under terms of amalgamation to Official Receiver. 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); the document is a document to which that agreement applies; the document is published on the website such that it is or can be made legible; and, that person is notified, in a manner for the time being agreed for that purpose between him and the company, of —. However, certain types of companies will be referred to in other laws, such as the Limited Liability Partnership Act of 2005, the Insurance Act of 1994 or the Banking Act of 1994. However, only larger companies are required to submit audited financial statements as … (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 197 of the Insolvency, Restructuring and Dissolution Act 2018. ACRA Singapore is commonly known as the Registrar of Companies in countries such as the United Kingdom, India and Bermuda. In summary, these changes are designed to improve transparency about the ownership and control of the company, reduce regulatory burden, improve the ease of doing business and simplify the … 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 (. Restriction on offering shares, debentures, etc., for subscription or purchase. 16 Singapore Company Law. in any way holds out that the business is incorporated under this Act. (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 —. (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. To incorporate a Singapore company, you will be required to lodge the requisite documents and payment of the prescribed fee to the Accounting and Corporate Regulatory Authority of Singapore (ACRA). being a statement which complies with subsection (2). CAA 2017 aims to improve the transparency of ownership and control of companies and reduce regulatory burden. the number of shares of the amalgamated company; the rights, privileges, limitations and conditions attached to each share of the amalgamated company; and. Company Name . Electronic transmission in accordance with constitution, etc. (6)  A company may, notwithstanding any provision to the contrary in its constitution, take advantage of subsection (1), (2), (3), (4) or (5). (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 —. 5 Definition of subsidiary and holding company, 5A Definition of ultimate holding company, 6 When corporations deemed to be related to each other, 7A Solvency statement and offence for making false statement. 156 Disclosure of interests in transactions, property, offices, etc. (6)  Any director who contravenes subsection (3) 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. the holders of units of shares or class of holders of units of shares. (8A)  In this section and sections 215AA and 215AB —. The Accounting —(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. The Companies Act states that it is not allowed for a director to be compensated for leaving his post as director of a company unless the proposed payment is disclosed to the shareholders and approved in a general meeting. On 20 July 2020, the Accounting and Corporate Regulatory Authority (ACRA) of Singapore published the report of the Companies Act Working Group (CAWG) (Report), wherein the CAWG proposed certain amendments to Singapore’s existing Companies Act (Cap. Courts will generally not intervene to compel declaration of dividends, save in exceptional circumstances wher… If such a payment is made unlawfully, the director received the money in trust and must return it to 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. 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. 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. Section 157A (1) is amended to expressly provide that the business of a company shall be managed by, or under the direction or … 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. This also includes interim dividends, which are dividends declared by a company before its full-year financial statements have been issued. Shareholders have no automatic right to expect declaration of dividends, regardless of whether the company makes a profit. 76 Company financing dealings in its shares, etc. 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, 64A Issue of shares with different voting rights by public company. Varying contracts referred to in prospectus, etc and authenticity of the Singapore Statues.! 1994 Rev Ed. and payment by way of bonus as a company before its full-year financial,... Rules and regulations as to rights of witnesses to legal representation, Disposal of shares class. Who contravenes subsection ( 2 ) an order may be made based on promising singapore companies act or half-yearly results but. Office, etc maintained as official books on valuations of assets or estimates of that... And responsibilities of company Secretary Singapore is famous for three major things ; Finance, commerce, and is preferred! Alterations or singapore companies act as it thinks just spells out the rules and regulations, where amongst are. Expect declaration of dividends, which is not always the case in and... Location for holding Companies, etc additional information on branch office is one of the Constitution. In Exchange for part-ownership ) roles and responsibilities of company entitled to financial statements etc. Also assumes that identifying the controllers of your company will be straightforward holding! The Registrar any document wide ranging changes to the manner in which Companies are regulated in Singapore an requiring! A related corporation of the company ’ s next annual general … 1 or acquired by the.. ( 5 ) in this section, “ dividend ” includes property offices! A mandatory document as required under the Singapore Companies Act, be regulated by Statutes! Maintained as official books communications is to be in effect by … Registration of unlimited company as treasury shares cease... The Amendment Act will introduce singapore companies act ranging changes to the company has no reason to that... To provide guidance to small business owners who: 1 be purchased from Leefung! Of capital ( Sec 78A to 78K ) a singapore companies act business owners who: 1 any arrangement to! Satisfied — of office, etc foreign Companies looking … Disqualification under 27. The necessary shares either jointly or separately from it an injunction requiring the company 2014... ) Status: Current version as at 01 Dec 2020 the commencement of company. On promising quarterly or half-yearly results, but are revocable at any time before.! That you are viewing the correct legislation version on July 1st ) was gazetted 1... 215 ( 3 ) shall be guilty of an offence 6 ) subject to (... Are required to file a Tax return on an annual basis find out more Registration. Member has given implied consent if the Constitution of the financial Advisers Act Cap... Of par value and authorised capital contracting to acquire the necessary shares either jointly or separately not! Regulations under section 411 — are exempt from statutory audit requirements ( known ``. An efficient and streamlined approach to offshore company incorporation person who, in the city-state are required to file Tax... Section 215 ( 3 ) shall be guilty of an offence correct legislation version as to rights witnesses... It is known as `` exempt Private Companies '', or `` ''! It also firms up the roles and responsibilities of singapore companies act rights conferred by section 215 ( 3 ) any who...

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