Disqualification for being director in not less than 3 companies which were struck off within 5-year period, —(1)  Subject to subsection (5), a person —, Debarment for default of relevant requirement of this Act. 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. 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. (6)  In this section, “relevant intermediary” means —. 183 Circulation of members’ resolutions, etc. (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. (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. 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. —(1)  Sections 162 and 163 shall not apply to anything done by a company —, Exception for expenditure in connection with regulatory action or investigation, Register of director’s and chief executive officer’s shareholdings, —(1)  A company shall keep a register showing with respect to each director of the company particulars of —, Power to require disclosure of directors’ emoluments, —(1)  If a company is served with a notice sent by or on behalf of —, —(1)  Every director and chief executive officer of a company shall give notice in writing to the company —. Section 211(1): amended, on 1 July 1994, by section 25 of the Companies Act 1993 Amendment Act 1994 (1994 No 6). 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 125(2) of the Insolvency, Restructuring and Dissolution Act 2018. 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. 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. a declaration that he has consented to act as a director; a statement in the prescribed form that he is not disqualified from acting as a director under this Act; and, a statement in the prescribed form that he is not debarred under section 155B from acting as director of the company; and, he has, by himself or through a registered qualified individual authorised by him —. ABOUT VARIABLE CAPITAL COMPANIES (VCC) The Variable Capital Company (VCC) is a new corporate structure for investment funds constituted under the Variable Capital Companies Act which took effect on 14 Jan 2020. (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. (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. 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. (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. (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. (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. (1B)  For the purposes of subsection (1A) —, 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. 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. (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. (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. the interests of the company’s employees generally, as well as the interests of its members; and. Singapore listed companies and Singapore financial institutions are exempted from the requirement because the listed companies are required to fulfil exhaustive disclosure of interest obligati… 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. 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. (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)  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. such direction has been given but is not complied with. —(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. (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. (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)(, (2A)  Where a public company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —, any share or stock which is so cancelled shall be disregarded for the purposes of subsections (1)(. (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. 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. 19), section 47 of the Finance Companies Act (Cap. (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. (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)(, (3)  For the purposes of subsections (1) and (2) —. (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 to act as such a director, chief executive officer, secretary or auditor, as the case may be. (2)  As far as practicable, the directors shall comply with subsection (1) as respects every member at the same time and without delay. 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)(. (3)  For the purposes of subsection (2), a director or directors of a company —, have an interest in the other company if —, 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, 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. (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. if he, being a director of a Registered Fund Management Company as defined in the Securities and Futures (Licensing and Conduct of Business) Regulations (Cap. (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. 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; the declaration or written notice specifies the nature and extent of his interest in the specified corporation, firm or limited liability partnership; and. (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 —. 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. (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. (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). (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. (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. (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). 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. 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. (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. 18; Aust., 1961, s. 151], [UK, 1948, ss. 289). Please check the legislation timeline to ensure that you are viewing the correct legislation version. —(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 56, 57, 58, 59 or 60 of the VCC Act must 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 the disqualification or disqualification order. (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. (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. “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. (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). —(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. 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. (3)  Where a company was incorporated before the appointed day —, the last day of the financial year for the company’s first financial year ending on or after the appointed day is —, 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, 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. (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 —, in any notice of the resolution given to members of the company state the fact of the representations having been made; and. (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. (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. 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, a limited liability partnership or a VCC. (2)  The number of members necessary for a requisition under subsection (1) shall be —, 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. 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. all conditions in the company’s constitution relating to the passing of the resolution by written means are met. a reference to the person to whom a quasi-loan is made is a reference to the borrower; 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; 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, sold, leased, hired or otherwise disposed of under the transaction; and. The directors of a company are required to appoint at least one accounting entity to be the company’s auditorwithin 3 months of the company’s incorporation. Hardcopies of the Acts and Subsidiary Legislation can be purchased from  Toppan Leefung Pte Ltd. One situation is where the director requires funds to carry out business on behalf of the company. 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) —, on terms that the borrower (or a person on his behalf) will reimburse the creditor; or. 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; filed with the Registrar an undertaking that he will take from the company and pay for his qualification shares, if any; 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, 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 —, he was a shareholder in that other corporation or in one or more of the corporations of that group; and. Registration and copies of certain resolutions. (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 —. 4 months in the case of a public company that is listed; or. (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. (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. (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. 387C Electronic transmission in accordance with constitution, etc. —(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. —(1)  The business of a company shall be managed by, or under the direction or supervision of, the directors. declare the nature of his interest at a meeting of the directors of the company; or. No warranty is given that this website or any information or materials are free from any virus or other malicious, destructive or corrupting code, agent, program or macros. (5)  For the purposes of subsection (4) —, “preference share” means a share, by whatever name called, which does not entitle the holder thereof —, to the right to vote at a general meeting (except in the circumstances specified in subsection (4)); or, 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. Licensing, Authorisation and Registration. 108), section 57 of the Financial Advisers Act (Cap. 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 required by this subsection shall be deemed to have been properly deposited for the purposes thereof.
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