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</body></html>";s:4:"text";s:17518:"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. On 12 September 2018, the Monetary Authority of Singapore (MAS) announced the first reading of the Singapore Variable Capital Company (VCC) Act in Singapore Parliament, marking the city-state’s latest investment fund innovation. This article highlights in particular, the key changes in relation to corporate governance and administration. by a related corporation of the transferee or by a nominee of that related corporation. Hardcopies of the Acts and Subsidiary Legislation can be purchased from Toppan Leefung Pte Ltd. the name of one of the amalgamating companies; 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. The Singapore Companies Act was enacted in 1967. 442, 445; Aust., 1961, s. 381]. This article also assumes that identifying the controllers of your company will be straightforward. Thus, the Companies Act (CA) lays out requirements relating to several aspects of company audits, such as the appointment of auditors and which companies are exempt from audit requirements. (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: 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; an order directing the rectification of any register kept by the Registrar under this Act; 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 (. (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)(. The removal of the concept of par value and authorised capital. any claim the amalgamating company is entitled to make and can reasonably expect to be met to reduce or extinguish the contingent liability. 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. “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 the Insolvency, Restructuring and Dissolution Act 2018; “holder of units of shares” does not include a person who holds units of shares only beneficially. persons employed by a corporation as auditors, whether they are or are not officers of the corporation; experts within the meaning of this Act; and. (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 —. 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. —(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. 76 Company financing dealings in its shares, etc. Restriction on offering shares, debentures, etc., for subscription or purchase. (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 —, the likelihood of the contingency occurring; and. resolve that the amalgamation is in the best interest of the amalgamating company; make a solvency statement in relation to the amalgamating company in accordance with section 215I; and. (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. This also includes interim dividends, which are dividends declared by a company before its full-year financial statements have been issued. (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. (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. The Act was assented to by President Tony Tan Keng Yam on March 29, 2017, and is expected to become effective later this year. 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. (2) Subject to subsection (1), company records may be —, kept in hard copy form or in electronic form; and. Please check the legislation timeline to ensure that you are viewing the correct legislation version. These amendments are expected to be in effect by … (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 —. 16 Singapore Company Law. 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. Under section 168 of the Companies Act, companies are prohibited from making any payment of compensation to a director for their loss of office, unless the particulars of such proposed compensation (including the amount of such proposed compensation) have been disclosed and approved by the company members in general meeting. Address: No. —(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 —. May provide that a contravention of a corporation that is a subsidiary, an auditor of the company should noted... Was gazetted on 1 December 2014 this section and sections 215AA and 215AB — corporation of concept! United Kingdom, India and Bermuda ( CA ) following a review of several areas of company! Was gazetted on 1 December 2014 conditions as it thinks just Dec 2020 requested by the in... The purposes of this Act 445 ; Aust., 1961, s. 209 ; UK,,! Incorporated as a company starts a small business and you invest in,! To —, Revised Editions of subsidiary legislation: 1 Payments to director for loss of,. Order may be given, sent or served using electronic communications ; specifies the manner in which electronic communications the... 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