247.
248.
249.
250.
251.
252.
Division 2 —
Subdivision (1) —
253.
254.
255.
256.
257.
258.
259.
260.
261.
262.
Subdivision (2) —
263.
264.
265.
266.
267.
268.
269.
270.
271.
272.
273.
274.
275.
276.
Subdivision (3) —
277.
278.
Subdivision (4) —
279.
280.
281.
282.
283.
284.
285.
286.
287.
288.
289.
Division 3 —
Subdivision (1) —
290.
291.
292.
293.
Subdivision (2) —
294.
295.
Subdivision (3) —
296.
297.
298.
299.
Subdivision (4) —
300.
301.
302.
303.
304.
305.
306.
307.
308.
309.
310.
311.
312.
Division 4 — Provisions applicable to
every mode of winding up
Subdivision (1) —
313.
314.
315.
316.
317.
318.
319.
320.
321.
322.
322A.
323.
324.
325.
326.
Subdivision (2) —
327.
328.
Subdivision (3) —
329.
330.
331.
332.
333.
334.
335.
Subdivision (4) —
336.
337.
338.
339.
340.
341.
342.
Subdivision (5) — Dissolution
343.
Power of Registrar to strike defunct company off register
344.—(1)Where the Registrar has reasonable cause to believe that a company is not carrying on business or is not in operation, the Registrar may send to the company, and its directors, secretaries and members, a letter to that effect and stating that, if an answer showing cause to the contrary is not received within 30 days after the date of the letter, a notice will be published in the Gazette with a view to striking the name of the company off the register.
(1A)Without limiting subsection (1), in determining whether there is reasonable ground to believe that a company is not carrying on business, the Registrar may have regard to such circumstances as may be prescribed.
(2)Unless the Registrar receives an answer within one month from the date of the letter to the effect that the company is carrying on business or is in operation, the Registrar may publish in the Gazette and send to the company by registered post a notice that at the expiration of 60 days after the date of that notice the name of the company mentioned in that notice will, unless cause is (in the form and manner specified in section 344C) shown to the contrary, be struck off the register and the company will be dissolved.
(3)If in any case where a company is being wound up the Registrar has reasonable cause to believe that —
(a) no liquidator is acting;
(b) the affairs of the company are fully wound up and for a period of 6 months the liquidator has been in default in lodging any return required to be made by the liquidator; or
(c) the affairs of the company have been fully wound up under Division 2 of Part 8 of the Insolvency, Restructuring and Dissolution Act 2018 and there are no assets or the assets available are not sufficient to pay the costs of obtaining an order of the Court dissolving the company,
the Registrar may publish in the Gazette and send to the company or the liquidator (if any) a notice to the same effect as that mentioned in subsection (2).
(4)At the expiration of the time mentioned in the notice, the Registrar may, unless cause to the contrary is previously shown, strike the name of the company off the register, and must publish notice thereof in the Gazette, and on the publication in the Gazette of the notice the company is dissolved; but —
(a) the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved; and
(b) nothing in this subsection affects the power of the Court to wind up a company the name of which has been struck off the register.
(5)If any person feels aggrieved by the name of the company having been struck off the register, the Court, on an application made by the person at any time within 6 years after the name of the company has been so struck off may, if satisfied that the company was, at the time of the striking off, carrying on business or in operation or otherwise that it is just that the name of the company be restored to the register, order the name of the company to be restored to the register, and upon a copy of the order being lodged with the Registrar the company is deemed to have continued in existence as if its name had not been struck off, and the Court may by the order give such directions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off.
(6)A notice to be sent under this section to a liquidator may be addressed to the liquidator at the liquidator’s last known place of business, and a letter or notice to be sent under this section to a company may be addressed to the company at its registered office or, if no office has been registered, to the care of some officer of the company, or, if there is no officer of the company whose name and address are known to the Registrar, may be sent to each of the persons who subscribed the constitution of the company addressed to each person at the address mentioned in the constitution.
(7)The Registrar must ensure that —
(a) such particulars of the company mentioned in subsection (1) and of the Registrar’s belief that the company is not carrying on business or is not in operation, as the Registrar may determine, is sent to —
(i) the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and
(ii) the Central Provident Fund Board established under the Central Provident Fund Act 1953; and
(b) the substance of the notices to be published in the Gazette referred to in subsections (2), (3) and (4) is also published on the Authority’s website.
Striking off on application by company
344A.—(1)The Registrar may, on the application by a company, strike the company’s name off the register on such grounds and subject to such conditions as may be prescribed.
(2)An application under subsection (1) is to be made on the company’s behalf by its directors or by a majority of them.
(3)Upon receipt of the application, the Registrar must, if satisfied that the grounds and conditions (if any) referred to in subsection (1) have been satisfied, send to the company and its directors, secretaries and members a letter informing them of the application and stating that if an answer showing cause to the contrary (in the form and manner referred to in section 344C) is not received within 30 days after the date thereof a notice, details of which are set out in subsection (4), will be published in the Gazette with a view to striking the name of the company off the register.
(4)The Registrar may not strike a company’s name off the register under this section until after the expiration of 60 days after the publication by the Registrar in the Gazette of a notice —
(a) stating that the Registrar intends to exercise the power under this section in relation to the company; and
(b) inviting any person to show cause why that should not be done within such period as may be prescribed.
(5)If no person shows cause or sufficient cause within the period referred to in subsection (4)(b) as to why the name of the company should not be struck off the register, the Registrar must strike off the name of the company from the register and publish a notice in the Gazette of the company’s name having been so struck off.
(6)On the publication of the notice in the Gazette under subsection (5), the company is dissolved.
(7)Despite the dissolution of the company under subsection (6) —
(a) the liability (if any) of every officer and member of the company continues and may be enforced as if the company had not been dissolved; and
(b) nothing in this section affects the power of the Court to wind up a company the name of which has been struck off the register.
(8)The Registrar must ensure that —
(a) such particulars of the company and of the application mentioned in subsection (1), as the Registrar may determine, is sent to —
(i) the Inland Revenue Authority of Singapore established under the Inland Revenue Authority of Singapore Act 1992; and
(ii) the Central Provident Fund Board established under the Central Provident Fund Act 1953; and
(b) the substance of the notices to be published in the Gazette referred to in subsections (4) and (5) is also published on the Authority’s website.
(9)The Registrar may, for the purposes of this section, send notices to the company by ordinary post or in such other prescribed manner.
Withdrawal of application
344B.—(1)The applicant or applicants may, by written notice to the Registrar, withdraw an application to strike a company’s name off the register under section 344A at any time before the name of the company has been struck off the register.
(2)Upon receipt of the notice mentioned in subsection (1), the Registrar must —
(a) send to the company by ordinary post a notice that the application to strike the company’s name off the register has been withdrawn; and
(b) publish a notice on the Authority’s website that the application to strike the company’s name off the register has been withdrawn.
Objections to striking off
344C.—(1)Where a notice is given or published by the Registrar under section 344(2) or 344A(4) of the Registrar’s intention to strike the company’s name off the register, any person may deliver, not later than the date specified in the notice, an objection to the striking off of the name of the company from the register on the ground that there is reasonable cause why the name of the company should not be so struck off, including that the company does not satisfy any of the prescribed grounds for striking off referred to in section 344(1) or 344A(1).
(2)An objection to the striking the name of the company off the register mentioned in subsection (1) must be given to the Registrar by notice in the prescribed form and manner.
(3)Upon receipt of a notice of objection, which is made in the prescribed form and manner, within the time referred to in subsection (1), the Registrar —
(a) must where applicable, give the applicant or applicants for striking the name of the company off the register notice of the objection; and
(b) must, in deciding whether to allow the objection, take into account such considerations as may be prescribed.
Application for administrative restoration to register
344D.—(1)Subject to such conditions as may be prescribed, an application may be made to the Registrar to restore to the register the name of a company whose name has been struck off the register by the Registrar under section 344, if no application has been or is being made to the Court to restore the name of the company to the register under section 344(5).
(2)An application under this section may be made whether or not the company has in consequence been dissolved.
(3)An application under this section may only be made by a former director or former member of the company.
(4)An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the company is dissolved.
Registrar’s decision on application for administrative restoration
344E.—(1)The Registrar must give notice to the applicant of the decision on an application under section 344D.
(2)If the Registrar’s decision is that the name of the company should be restored to the register —
(a) the restoration takes effect as from the date that notice is sent; and
(b) the Registrar must —
(i) enter in the register a note of the date on which the restoration takes effect; and
(ii) cause notice of the restoration to be published in the Gazette and on the Authority’s website.
(3)The notice under subsection (2)(b)(ii) must state —
(a) the name of the company or, if the company is restored to the register under a different name, that name and its former name;
(b) the company’s registration number; and
(c) the date as on which the restoration of the name of the company to the register takes effect.
(4)If the Registrar’s decision is that the name of the company should not be restored to the register, the person who made the application under section 344D or any other person aggrieved by the decision of the Registrar may appeal to the Court.
(5)On an appeal made under subsection (4), the Court may —
(a) confirm the Registrar’s decision; or
(b) restore the name of the company to the register and give such directions and make such orders as the Court is empowered to give and make under section 344G(3).
Registrar may restore company deregistered by mistake
344F.—(1)The Registrar may, on his or her own initiative, restore the name of a company to the register if the Registrar is satisfied that the name of the company has been struck off the register and the company is dissolved under section 344 or 344A as a result of a mistake of the Registrar.
(2)In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by the applicant in connection with the application for striking the name of the company off the register under section 344A.
(3)The Registrar may restore the name of a company to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of publication of the notice.
Effect of restoration
344G.—(1)If the name of a company is restored to the register under section 344E(2) or 344F, or on appeal to the Court under section 344E(5), the company is to be regarded as having continued in existence as if its name had not been struck off the register.
(2)The company and its directors are not liable to a penalty under section 204 for a financial year in relation to which the period for filing its financial statements and other related statements ended —
(a) after the date of dissolution or striking off; and
(b) before the restoration of the name of the company to the register.
(3)On the application by any person, the Court may give such directions and make such orders, as it seems just for placing the company and all other persons in the same position (as nearly as may be) as if the company had not been dissolved or its name had not been struck off the register.
(4)An application to the Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the company to the register.
Retention of books and papers upon striking off
344H.—(1)Where the name of a company has been struck off and the company dissolved under section 344 or 344A, a person who was an officer of the company immediately before the company was dissolved must ensure that all books and papers of the company are retained for a period of at least 5 years after the date on which the company was dissolved.
(2)An officer of a company who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
345.
346.
347.
348.
349.
Division 5 —
350.
351.
352.
353.
354.
Division 6 —
354A.
354B.
354C.
PART 11VARIOUS TYPES OF COMPANIES, ETC.
Division 1 —
Division 2 — Foreign companies
Foreign companies to which this Division applies
365.This Division applies to a foreign company which —
(a) establishes a place of business or carries on business in Singapore; or
(b) intends to establish a place of business or carry on business in Singapore.
Interpretation of this Division
366.—(1)In this Division, unless the contrary intention appears —
“authorised representative”, in relation to a foreign company, means —
(a) in the case of a foreign company registered before 3 January 2016 — the agent of the foreign company as defined by this section in force immediately before that date; and
(b) in the case of a foreign company registered on or after 3 January 2016 — the person named in a notice lodged under section 368(1)(e);
“carrying on business”—
(a) includes the administration, management or otherwise dealing with property situated in Singapore as an agent, a legal personal representative, or a trustee, whether by employees or agents or otherwise; and
(b) does not exclude activities carried on without a view to any profit.
(2)Despite subsection (1), a foreign company is not to be regarded as carrying on business in Singapore for the reason only that in Singapore it —
(a) is or becomes a party to any action or suit or any administrative or arbitration proceeding or effects settlement of an action, suit or proceeding or of any claim or dispute;
(b) holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;
(c) maintains any bank account;
(d) effects any sale through an independent contractor;
(e) solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore;
(f) creates evidence of any debt or creates a charge on movable or immovable property;
(g) secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;
(h) conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time;
(i) invests any of its funds or holds any property;
(j) establishes a share transfer or share registration office in Singapore;
(k) effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore, established under the Monetary Authority of Singapore Act 1970, under an arrangement approved by the Monetary Authority of Singapore; or
(l) carries on such other activity as the Minister may prescribe.
Power of foreign companies to hold immovable property
367.Subject to and in accordance with any written law, a foreign company registered under this Division has power to hold immovable property in Singapore.
Documents, etc., to be lodged by foreign companies having place of business in Singapore
368.—(1)Every foreign company must, before it establishes a place of business or commences to carry on business in Singapore, lodge with the Registrar for registration —
(a) the name of the foreign company and the address of the registered office of the company in its place of incorporation or formation;
(b) a certified copy of the certificate of its incorporation or registration in its place of incorporation or formation or a document of similar effect;
(c) a certified copy of its charter, statute, constitution or memorandum or articles or other instrument constituting or defining its constitution but only if such document is required to be registered or lodged under the law relating to the incorporation, formation or registration of the foreign company in its place of incorporation, formation or original registration;
(d) a list of its directors containing similar particulars with respect to its directors as are by this Act required to be contained in the register of directors of a company incorporated under this Act and, in respect of each director, his or her residential address;
(e) a notice stating the names, nationalities and other identification particulars of one or more natural persons resident in Singapore who are appointed as the company’s authorised representatives and authorised as such to accept on its behalf service of process and any notice required to be served on the company, and in respect of each authorised representative, his or her residential address;
(f) a statement by or on behalf of the foreign company in the prescribed form confirming that each of its authorised representatives referred to in the notice lodged under paragraph (e) has consented to act as such (called in this section and section 370 the consent statement);
(g) notice of the situation of its registered office in Singapore and, unless the office is open and accessible to the public during ordinary business hours on each business day, the days and hours during which it is open and accessible to the public;
(h) a notice in the prescribed form containing the following particulars:
(i) in the case —
(A) where a certificate of the foreign company’s incorporation or registration or a document of similar effect is issued in its place of incorporation or formation — the registration number indicated on the certificate of the foreign company’s incorporation or registration or a document of similar effect; or
(B) where the document referred to in sub‑paragraph (A) is not available — the number issued to the foreign company upon its incorporation by or registration with an authority which is responsible for incorporating or registering companies;
(ii) a description of the business carried on by the foreign company; and
(iii) the type of legal form or legal entity of the foreign company; and
(i) where the law for the time being applicable to the foreign company in the place of its incorporation or formation requires audited financial statements of its head office to be prepared, a copy of the latest audited financial statements of its head office,
and on payment of the appropriate fees and subject to this Act, the Registrar must register the foreign company under this Division by registration of the documents.
(2)Any document required to be served under this Act on a director or an authorised representative of a foreign company is sufficiently served if addressed to the director or authorised representative and left at or sent by post to his or her residential address or, if the director or authorised representative has provided an alternate address under section 370A, his or her alternate address.
(3)The following must be made available for inspection at the registered office of the foreign company during the hours in which the registered office of the company is accessible to the public:
(a) a copy of the memorandum of appointment or power of attorney appointing each authorised representative of the company in such manner as to be binding on the company;
(b) where the memorandum of appointment or power of attorney mentioned in paragraph (a) is executed by a person on behalf of the company, a copy of the deed or document by which that person is authorised to execute the memorandum of appointment or power of attorney, verified by statutory declaration in the prescribed manner.
(4)Subsection (1) applies to a foreign company which was not registered under the repealed written laws but which, immediately before 29 December 1967, had a place of business or was carrying on business in Singapore and, on that date, had a place of business or was carrying on business in Singapore, as if it established that place of business or commenced to carry on that business on that date.
Duty of directors and authorised representatives to provide information to foreign company
368A.—(1)A director must give the foreign company any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing.
(2)An authorised representative must give the foreign company —
(a) any information the company needs to comply with section 370(4) as soon as practicable but not later than 14 days after his or her initial appointment, unless he or she has previously given the information to the company in writing; and
(b) any information the company needs to comply with section 372(1) as soon as practicable but not later than 14 days after any change in his or her particulars.
(3)Despite subsection (1) or (2), a director or an authorised representative must, subject to subsection (4), if requested by the foreign company, give the company any information referred to in section 368(1)(d) or (e) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost.
(4)The director or authorised representative mentioned in subsection (3) must furnish the information to the foreign company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company.
(5)A director or an authorised representative who is bound to comply with a requirement under this section and fails to do so shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
Saving and transitional provisions for existing particulars of directors and authorised representatives
368B.—(1)If a foreign company, whether incorporated before, on or after 3 January 2016 —
(a) has lodged the name and particulars of one or more directors with the Registrar as a director or directors (as the case may be) of the foreign company under section 368(1)(c) in force immediately prior to that date, the name and particulars of the director or directors (as the case may be) are to be treated as the name and particulars of the company’s director or directors (as the case may be) until a notification of any change to the information is received by the Registrar under section 372(1)(ca); or
(b) has lodged the name and particulars of one or more agents with the Registrar as an agent or agents (as the case may be) of the foreign company under section 368(1)(e) in force immediately prior to that date, the name and particulars of the agent or agents (as the case may be) are to be treated as the name and particulars of the company’s authorised representative or representatives (as the case may be) until a notification of any change to the information is received by the Registrar under section 372(1)(ca).
(2)For the purposes of subsection (1) —
(a) the address lodged with the Registrar in respect of a director under section 368(1)(c) in force immediately before 3 January 2016 is to be treated as the director’s residential address; and
(b) the address lodged with the Registrar in respect of an agent under section 368(1)(e) in force immediately before 3 January 2016 is to be treated as the agent’s residential address in the agent’s capacity as an authorised representative of the foreign company.
Power to refuse registration of a foreign company in certain circumstances
369.—(1)Despite anything in this Act or any rule of law, the Registrar must refuse to register a company under this Division if the Registrar is satisfied that the foreign company is being used or is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or it would be contrary to the national security or interest for the foreign company to be registered.
(2)A foreign company aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision is final.
As to registered office and authorised representatives of foreign companies
370.—(1)A foreign company must have a registered office in Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 5 hours between the hours of 9 a.m. and 5 p.m. each business day.
(2)An authorised representative, until he or she ceases to be such in accordance with subsection (5) —
(a) continues to be the authorised representative of the company;
(b) is answerable for the doing of all such acts, matters and things, as are required to be done by the company under this Act; and
(c) shall be personally liable to all penalties imposed on the company for any contravention of any of the provisions of this Act unless he or she satisfies the court hearing the matter that he or she should be not so liable.
(3)A foreign company or its authorised representative may lodge with the Registrar a notice in the prescribed form stating that the authorised representative has ceased to be the authorised representative or will cease to be the authorised representative on a date specified in the notice.
(4)On the appointment of a new authorised representative, the company must lodge a notice mentioned in section 368(1)(e) and a consent statement in respect of the new authorised representative with the Registrar.
(5)Subject to subsections (6) and (7), the authorised representative in respect of whom the notice under subsection (3) has been lodged ceases to be an authorised representative on the expiration of a period of 21 days after the date of lodgment of the notice or on the date on which the consent statement in respect of another authorised representative is lodged with the Registrar under section 368(1)(f), whichever is the earlier, but if the notice states a date on which the firstmentioned authorised representative is to so cease and the date is later than the expiration of that period, on that date.
(6)Where the authorised representative in respect of whom the notice under subsection (3) has been lodged is the sole authorised representative of a foreign company —
(a) the foreign company must appoint another authorised representative; and
(b) the authorised representative ceases to be an authorised representative of the foreign company on the date on which the consent statement in respect of another authorised representative is lodged under subsection (4).
(7)Where a foreign company’s sole authorised representative dies, the company must, within 21 days after the death of the authorised representative, appoint another authorised representative.
Alternate address
370A.—(1)Despite sections 12 and 12A, the Registrar must not disclose or make available for public inspection the particulars of a director’s or an authorised representative’s residential address that is lodged with the Registrar under this Part or transmitted to the Registrar by the Commissioner of National Registration under section 11 of the National Registration Act 1965 if the requirements of subsection (2) are satisfied.
(2)The requirements mentioned in subsection (1) are that the director or authorised representative referred to in that subsection maintains with the Registrar an alternate address that complies with the following conditions:
(a) it is an address at which the director or authorised representative can be located;
(b) it is not a post office box number;
(c) it is not the residential address of the director or authorised representative;
(d) it is located in the same jurisdiction as the director’s or authorised representative’s residential address.
(3)For the purposes of subsection (2) —
(a) an individual who wishes to maintain an alternate address must lodge an application with the Registrar;
(b) an individual may not maintain more than one alternate address at any one time;
(c) an individual who wishes to cease to maintain an alternate address must lodge a notice of withdrawal with the Registrar; and
(d) an individual who wishes to change his or her alternate address must lodge a notice of change with the Registrar.
(4)An application to maintain an alternate address, the lodgment of a notice of withdrawal and notice of change are subject to the payment of such fees as may be prescribed.
(5)Subsection (1) applies from the time at which the Registrar accepts an application to maintain an alternate address mentioned in subsection (3)(a).
(6)A director or an authorised representative who maintains an alternate address under subsection (2) must ensure that he or she can be located at his or her alternate address.
(7)A director or an authorised representative who fails to comply with subsection (6) 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.
(8)Despite subsection (1), the Registrar may disclose and make available for public inspection the particulars of a director’s or an authorised representative’s residential address despite the maintenance of an alternate address under subsection (2) if —
(a) communications sent by the Registrar under this Act, or by any officer of the Authority under any ACRA administered Act, to the director or authorised representative at his or her alternate address and requiring a response within a specified period remain unanswered; or
(b) there is evidence to show that service of any document under this Act or under any ACRA administered Act at the alternate address is not effective to bring it to the notice of the director or authorised representative.
(9)Before proceeding under subsection (8), the Registrar must give notice to the director or authorised representative affected, and to every foreign company of which the Registrar has been notified under this Act that the individual is a director or an authorised representative, as the case may be —
(a) stating the grounds on which the Registrar proposes to disclose and make available for public inspection the individual’s residential address; and
(b) specifying a period within which representations may be made before that is done.
(10)The Registrar is to consider the representations received within the specified period.
(11)Where the Registrar discloses and makes available for public inspection the particulars of a director’s or an authorised representative’s residential address, the Registrar must give notice of that fact to the director or authorised representative affected, and to every foreign company of which the Registrar has been notified under this Act that the individual is a director or an authorised representative, as the case may be.
(12)A notice to a director or an authorised representative under subsection (11) is to be sent to him or her at his or her residential address unless it appears to the Registrar that service at that address may be ineffective to bring it to his or her notice, in which case it may be sent to any other last known address of the director or authorised representative.
(13)Where —
(a) the Registrar discloses and makes available for public inspection the particulars of a director’s or an authorised representative’s residential address under subsection (8); or
(b) a Registrar appointed under any other ACRA administered Act discloses and makes available for public inspection under that Act the particulars of a director’s or an authorised representative’s residential address under a provision of that Act equivalent to subsection (8),
the director or authorised representative is not, for a period of 3 years after the date on which the residential address is disclosed and made available for public inspection, allowed to maintain an alternate address under subsection (2).
(14)Nothing in this section applies to any information lodged or deemed to be lodged with the Registrar before 3 January 2016 or prevents such information from being disclosed or from being made available for public inspection or access.
(15)Nothing in this section prevents the residential address of an individual that is lodged with the Registrar under this Act, or is transmitted to the Registrar by the Commissioner of National Registration under section 11 of the National Registration Act 1965 from —
(a) being used by the Registrar for the purposes of any communication with the individual;
(b) being disclosed for the purposes of issuing any summons or other legal process against the individual for the purposes of this Act or any other written law;
(c) being disclosed in compliance with the requirement of any court or the provisions of any written law;
(d) being disclosed for the purpose of assisting any public officer or officer of any statutory body in the investigation or prosecution of any offence under any written law; or
(e) being disclosed in such other circumstances as may be prescribed.
(16)Any director or authorised representative aggrieved by the decision of the Registrar under subsection (8) may, within 30 days after the date of receiving the notice under subsection (11), appeal to the Court which may confirm the decision or give such directions in the matter as seem proper or otherwise determine the matter.
(17)For the purposes of this section —
(a) “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 and any of the written laws specified in the Second Schedule to that Act; and
(b) a director or an authorised representative can be located at an address if he or she may be physically found at the address after reasonable attempts have been made to find him or her at that address.
Transitory provisions
371.—(1)On the registration of a foreign company under this Division, the Registrar must issue a notice in the prescribed form and the notice is prima facie evidence in all courts of the particulars mentioned in the notice.
(2)Upon the application of the foreign company that has been duly registered and payment of the prescribed fee, the Registrar must issue to the foreign company a certificate confirming the particulars mentioned in the notice, and the certificate is prima facie evidence in all courts of those particulars.
Return to be filed where documents, etc., altered
372.—(1)Where any change or alteration is made in —
(a) the charter, statutes, constitution, memorandum or articles of the foreign company or other instrument lodged with the Registrar;
(b) the directors of the foreign company;
(c) the authorised representative or authorised representatives of the foreign company;
(ca) the particulars of any director or authorised representative of the foreign company which are lodged with the Registrar under section 368(1), other than the director’s or authorised representative’s residential address;
(d) the situation or address or designation of situation or address of the registered office of the foreign company in Singapore or the days or hours during which it is open and accessible to the public;
(e) the address of the registered office of the foreign company in its place of incorporation or origin;
(f) the name of the foreign company;
(g) the description of the business carried on by the foreign company; or
(h) the type of legal form or legal entity of the foreign company,
the foreign company must, within 30 days or within such further period as the Registrar in special circumstances allows after the change or alteration, lodge with the Registrar particulars of the change or alteration and such documents as the regulations require.
(1A)A director or an authorised representative of a foreign company must lodge with the Registrar a notice of the director’s or authorised representative’s new residential address within 30 days after the date of change.
(1B)Where the director or authorised representative mentioned in subsection (1) has changed his or her residential address and has made a report of the change under section 10 of the National Registration Act 1965, the director or authorised representative is to be taken to have informed the Registrar of the change of residential address in compliance with subsection (1A).
(1C)If default is made by any director or authorised representative of a foreign company in complying with subsection (1A), he or she shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
(2)
(3)
(4)If any order is made by a court under any law in force in the country in which a foreign company is incorporated which corresponds to section 210 of this Act or section 71 of the Insolvency, Restructuring and Dissolution Act 2018, the company must, within 30 days or within such further period as the Registrar in special circumstances allows after the order was made, lodge with the Registrar a copy of that order.
Financial statements
373.—(1)Subject to this section, a foreign company must lodge with the Registrar, within the time specified in subsection (3), financial statements made up to the end of its last financial year together with a declaration in the prescribed form verifying that the copies are true copies of the documents so required and, in the case where the financial statements are audited, a statement of the name of the auditor.
(2)In this section, “financial statements” means —
(a) in the case where the foreign company is required by the law for the time being in force in the place of the company’s incorporation or formation to prepare financial statements in accordance with any applicable accounting standards which are similar to the Accounting Standards or which are acceptable to the Registrar — those financial statements; and
(b) in any other case — financial statements in such form and containing such particulars as the directors of the company would have been required to prepare or obtain if the foreign company were a public company incorporated under this Act.
(3)The financial statements mentioned in subsection (1) must be lodged —
(a) where the foreign company is required by the law of its place of incorporation or formation to table financial statements mentioned in subsection (2)(a) at an annual general meeting — within 60 days after the date on which its annual general meeting is held; or
(b) in any other case — within such period as the directors of the foreign company would have been required to lodge its financial statements if the company were a public company incorporated under this Act which does not keep a branch register outside Singapore.
(4)The Registrar may, if the Registrar is of the opinion that the financial statements mentioned in subsection (2)(a) do not sufficiently disclose the foreign company’s financial position, require the company —
(a) to lodge financial statements within such period, in such form and containing such particulars; and
(b) to annex thereto such documents,
as the Registrar may by written notice to the company require.
(5)Subsection (4) does not authorise the Registrar to require —
(a) financial statements to contain any particulars; or
(b) the company to annex, attach or to send any documents,
that would not be required to be furnished if the company were a public company incorporated under this Act.
(6)The foreign company must comply with the requirements set out in the notice under subsection (4).
(7)In addition to the financial statements required to be lodged with the Registrar under subsections (1), (3) and (4), a foreign company must lodge with the Registrar within the time specified in subsection (3) the following:
(a) a duly audited statement showing its assets used in and liabilities arising out of its operations in Singapore as at the date to which its balance sheet was made up;
(b) a duly audited profit and loss account which, insofar as is practicable, complies with the requirements of the Accounting Standards and which gives a true and fair view of the profit or loss arising out of the company’s operation in Singapore for the last preceding financial year of the company;
(c) a statement of the name of the auditor who audited the documents referred to in paragraph (a) or (b), or both paragraphs (a) and (b), as the case may be.
(8)For the purpose of subsection (7), the foreign company is entitled to make such apportionments of expenses incurred in connection with operations or administration affecting both Singapore and elsewhere and to add such notes and explanations as in its opinion are necessary or desirable in order to give a true and fair view of the profit or loss of its operations in Singapore.
(9)A foreign company which is dormant in Singapore may, in lieu of satisfying the requirements of subsection (7), lodge with the Registrar —
(a) an unaudited statement showing its assets used in and liabilities arising out of its operations in Singapore; and
(b) an unaudited profit and loss account with respect to the company’s operations in Singapore.
(10)The Registrar may, on application by a foreign company and payment of the prescribed application fee, extend the period referred to in subsection (3) within which the company is required to comply with any or all of the requirements of subsections (3)(b) and (7).
(11)A statement and profit and loss account is deemed to have been duly audited for the purposes of subsection (7) if it is accompanied by a report by an accounting entity appointed to provide auditing services in respect of the foreign company’s operations in Singapore which complies, insofar as is practicable, with section 207.
(12)The Registrar may, upon the written application of a foreign company, waive the requirement of a foreign company to lodge the documents referred to in subsection (7)(a), (b) and (c) if the Registrar is satisfied that —
(a) it is impractical for the foreign company to comply having regard to the nature of the foreign company’s operations in Singapore;
(b) it would be of no real value having regard to the amount involved;
(c) it would involve expense unduly out of proportion to its value; or
(d) it would be misleading or harmful to the business of the foreign company, or to any company which is deemed by virtue of section 6 to be related to the foreign company.
(13)The Registrar may, upon the written application of a foreign company, by order relieve the foreign company from either or both of the following:
(a) any requirement relating to audit or the form and content of the documents referred to in subsection (2)(b);
(b) any requirement relating to audit or the form and content of the documents referred to in subsection (7).
(14)The Registrar may make the order mentioned in subsection (13) unconditionally or subject to the condition that the foreign company comply with such other requirements relating to audit or the form and content of the documents as the Registrar may determine.
(15)The Registrar must not make an order under subsection (13) unless the Registrar is of the opinion that compliance with the requirements of this section would render the documents misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burdens on the company.
(16)The Registrar may make an order under subsection (13) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.
(17)Without affecting subsections (12), (13) and (14), the Minister may, by order in the Gazette, in respect of foreign companies of a specified class or description —
(a) substitute other accounting standards for the Accounting Standards, and the provisions of this section apply accordingly in respect of such foreign companies; or
(b) exempt foreign companies of a specified class or description from any or all of the requirements of subsection (7).
(18)If default is made by a foreign company in complying with this section, other than subsection (7)(b) —
(a) the company; and
(b) every director or equivalent person, and every authorised representative of the company, who knowingly and wilfully authorises or permits the default,
shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $50,000.
(18A)If default is made by a foreign company in complying with subsection (7)(b) —
(a) the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000; and
(b) every director or equivalent person, and every authorised representative, of the company, who knowingly and wilfully authorises or permits the default, shall each be guilty of an offence and shall each be liable on conviction —
(i) to a fine not exceeding $250,000; or
(ii) if the offence was committed with intent to defraud the creditors of the company or creditors of any other person, or for a fraudulent purpose, to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both.
(19)For the purposes of this section —
(a) a foreign company is dormant in Singapore during a period in which no accounting transaction arising out of its operations in Singapore occurs; and the company ceases to be dormant on the occurrence of such a transaction; and
(b) an “accounting transaction” means a transaction for which accounting or other records would be required to be kept so as to enable the documents referred to in subsection (7) to be prepared.
374.
Obligation to state name of foreign company, whether limited, and country where incorporated
375.—(1)A foreign company must —
(a)
(b) cause its name and the place where it is formed or incorporated to be stated in legible romanised letters on all its bill‑heads and letter paper and in all its notices, prospectuses and other official publications; and
(c) if the liability of its members is limited (unless the last word of its name is the word “Limited” or “Berhad” or the abbreviation “Ltd.” or “Bhd.”), cause notice of that fact —
(i) to be stated in legible characters in every prospectus issued by it and in all its bill‑heads, letter paper, notices, and other official publications in Singapore; and
(ii) except in the case of a banking corporation, to be exhibited outside its registered office and every place of business established by it in Singapore.
(2)Where the name of a foreign company is indicated on any of the documents referred to in subsection (1) in characters or in any other way than by the use of romanised letters, this section relating to the statement of its name is deemed not to have been complied with unless the name of the company is stated on such document in romanised letters not smaller than any of the characters so exhibited or stated on the relevant document.
(3)The unique entity number of a foreign company, issued by the Registrar, must appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.
(4)Despite subsection (3), a foreign company incorporated before 3 January 2016 need only comply with subsection (3) after the expiration of 12 months after that date.
Service of document
376.Any document required to be served on a foreign company is sufficiently served —
(a) if addressed to the foreign company and left at or sent by post to its registered office in Singapore;
(b) if addressed to an authorised representative of the company and left at or sent by post to his or her registered address; or
(c) in the case of a foreign company which has ceased to maintain a place of business in Singapore, if addressed to the foreign company and left at or sent by post to its registered office in the place of its incorporation.
Cesser of business in Singapore
377.—(1)If a foreign company ceases to have a place of business in Singapore or to carry on business in Singapore, it must, within 7 days after so ceasing, lodge with the Registrar notice of that fact.
(1A)Starting on the day on which the foreign company lodged the notice mentioned in subsection (1), the foreign company’s obligation to lodge any document (not being a document that ought to have been lodged before that day) with the Registrar ceases.
(1B)The Registrar must as soon as practicable after the lodgment of the notice mentioned in subsection (1) record in the register that the company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, as the case may be.
(2)If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin, each person who immediately before the commencement of the liquidation proceedings was an authorised representative must —
(a) within 14 days after the commencement of the liquidation or the dissolution; or
(b) within such further time as the Registrar in special circumstances allows,
lodge or cause to be lodged with the Registrar notice of that fact and, when a liquidator is appointed, notice of such appointment.
(3)
(4)
(4A)
(5)On receipt of a notice from an authorised representative that the foreign company has been dissolved, the Registrar must record in the register that the foreign company has been dissolved.
(6)
(7)
(8)The Registrar must strike the name of a foreign company off the register if the Registrar is satisfied that the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against the national security or interest.
(9)The Registrar may strike the name of a foreign company off the register if —
(a) the Registrar has reasonable cause to believe that the company has ceased to carry on business or to have a place of business in Singapore; or
(b) the company has failed to appoint an authorised representative within 6 months after the date of the death of its sole authorised representative.
(10)The Registrar may strike the name of a foreign company off the register upon the application of the sole authorised representative of the foreign company in the prescribed form if the Registrar is satisfied that —
(a) the sole authorised representative has given written notice to the foreign company that he or she desires to resign and has lodged a notice under section 370(3) with the Registrar, but the company has failed to respond or appoint another authorised representative within 12 months after the date of lodgment of the notice; or
(b) the foreign company has failed to give instructions with respect to a written request from the sole authorised representative for instructions as to whether the company wishes to cancel or continue its registration under this Act within 12 months after the date the written request was sent.
(11)Without limiting subsection (9)(a), in determining whether there is reasonable ground to believe that a company is not carrying on business under that subsection, the Registrar may have regard to such circumstances as may be prescribed.
(12)For the purposes of subsections (9) and (10), the provisions of this Act relating to the striking off the register of the name of a defunct company extend and apply with such adaptations as are necessary.
(13)Any person aggrieved by the decision of the Registrar under subsection (8), (9) or (10) may, within 30 days after the date of the decision, appeal to the Minister whose decision is final.
Application for administrative restoration of foreign company to register
377A.—(1)Subject to such conditions as may be prescribed, a director or member of a foreign company whose name has been struck off the register under section 377(9) or (10) may apply to the Registrar to restore the name of the company to the register.
(2)An application under this section is not valid unless the application is received by the Registrar within 6 years after the date on which the name of the foreign company is struck off the register.
Registrar’s decision on application for administrative restoration of foreign company
377B.—(1)The Registrar must give notice to the applicant of the decision on an application under section 377A.
(2)If the Registrar’s decision is that the name of the foreign company should be restored to the register, the name of the company is restored to the register on the date on which notice is sent (called in this section the restoration date).
(3)The Registrar must —
(a) enter in the register a note of the restoration date; and
(b) cause notice of the restoration to be published in the Gazette and on the Authority’s website.
(4)The notice under subsection (3)(b) must state —
(a) the name of the foreign company or, if the company is restored to the register under a different name, that name and its former name;
(b) the unique entity number of the foreign company issued by the Registrar; and
(c) the restoration date.
(5)If the Registrar’s decision is that the name of the foreign company should not be restored to the register, the person who made the application under section 377A or any other person aggrieved by the decision of the Registrar, may appeal to the Court.
(6)On an appeal made under subsection (5), the Court may —
(a) confirm the Registrar’s decision; or
(b) restore the name of the foreign company to the register and give such directions and make such orders as the Court is empowered to give and make under section 377D(3).
Registrar may restore foreign company deregistered by mistake
377C.—(1)The Registrar may, on his or her own initiative, restore the name of a foreign company to the register if the Registrar is satisfied that the name of the company has been struck off the register under section 377(9) or (10) as a result of a mistake of the Registrar.
(2)In subsection (1), a reference to a mistake of the Registrar excludes a mistake that is made on the basis of wrong, false or misleading information given by an applicant in connection with an application for striking the name of the foreign company off the register under section 377(10).
(3)The Registrar may restore the name of a foreign company to the register by publishing in the Gazette and on the Authority’s website a notice declaring the restoration, and the restoration takes effect on the date of publication of the notice.
Effect of restoration of foreign company
377D.—(1)If the name of a foreign company is restored to the register under section 377B(2) or 377C, or on appeal to the Court under section 377B(5), the company is to be regarded as having continued its registration under this Act as if the name of the company had not been struck off the register.
(2)The foreign company, its directors or equivalent persons, and authorised representatives are not liable to a penalty under section 373(18) for a financial year in relation to which the period for filing its balance sheet, cash flow statement, profit and loss statement and other related documents ended —
(a) after the date on which the name of the company was struck off the register; and
(b) before the restoration of the name of the company to the register.
(3)On the application by any person, the Court may give directions and make orders, as seem just for placing the foreign company and all other persons in the same position (as nearly as may be) as if the name of the company had not been struck off the register.
(4)An application to the Court for such directions or orders may be made any time within 3 years after the date of restoration of the name of the foreign company to the register.
Restriction on use of certain names
378.—(1)Except with the consent of the Minister or as provided in subsection (2), the Registrar must refuse to register a foreign company under a name, whether on its registration or by a subsequent change of name, under which the company is to carry on business in Singapore that, in the opinion of the Registrar —
(a) is undesirable;
(b) is identical to a name of any other foreign company, or any company, limited liability partnership, limited partnership or corporation, or to a registered business name;
(c) is identical to a name reserved under subsection (15) and section 27(12B) of this Act, section 16 of the Business Names Registration Act 2014, section 23(4) of the Limited Liability Partnerships Act 2005, section 17(4) of the Limited Partnerships Act 2008, or section 27(12B) as applied by section 21(8) of the VCC Act; or
(d) is a name, or is a name of a kind that the Minister has directed the Registrar not to accept for registration.
(2)In addition to subsection (1), the Registrar must, on or after 3 January 2016, except with the consent of the Minister, refuse to register a foreign company under a name, if —
(a) it is identical to the name of a company that was dissolved —
(i) unless, in a case where the company was dissolved following its winding up under Part 8 of the Insolvency, Restructuring and Dissolution Act 2018, a period of at least 2 years has passed after the date of dissolution; or
(ii) unless, in a case where the company was dissolved following its name being struck off the register under section 344 or 344A, a period of at least 6 years has passed after the date of dissolution;
(b) it is identical to the business name of a person whose registration and registration of that business name has been cancelled under the Business Names Registration Act 2014 or had ceased under section 22 of that Act, unless a period of at least one year has passed after the date of cancellation or cessation;
(c) it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar under section 377(2), unless a period of at least 2 years has passed after the date of dissolution;
(d) it is identical to the name of a limited liability partnership that was dissolved —
(i) unless, in a case where the limited liability partnership was dissolved following its winding up under section 39 of, and the Fifth Schedule to, the Limited Liability Partnerships Act 2005, a period of at least 2 years has passed after the date of dissolution; or
(ii) unless, in a case where the limited liability partnership was dissolved following its name being struck off the register kept under section 63 of the Limited Liability Partnerships Act 2005, a period of at least 6 years has passed after the date of dissolution;
(e) it is identical to the name of a limited partnership that was cancelled or dissolved —
(i) unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of cancellation; or
(ii) unless, in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of dissolution; or
(f) it is identical to the name of a VCC that was dissolved —
(i) unless, in a case where the VCC was dissolved following its winding up under Part 11 of the VCC Act, a period of at least 2 years has passed after the date of dissolution; or
(ii) unless, in a case where the VCC was dissolved following its name being struck off the register under section 344 or 344A of this Act as applied by section 130 of the VCC Act, a period of at least 6 years has passed after the date of dissolution.
(3)Despite subsection (1), the Registrar may, on or after 3 January 2016, register a foreign company under —
(a) a name that is identical to the name of a foreign company registered under Division 2 of Part 11 —
(i) in respect of which notice was lodged under section 377(1) that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and
(ii) the name of which was struck off the register under section 377(8), (9) or (10), if a period of at least 6 years has passed after the date the name was so struck off; and
(b) a name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act 2008 that the limited partnership ceased to carry on business in Singapore, if a period of at least one year has passed after the date of cessation.
(4)No foreign company to which this Division applies may use in Singapore any name other than —
(a) the name under which the foreign company is registered under this Division; and
(b) if the foreign company is registered under the Business Names Registration Act 2014, a business name in respect of which the foreign company is registered under section 8 of that Act.
(5)Despite this section, where the Registrar is satisfied that a foreign company has been registered (whether through inadvertence or otherwise or whether on its registration or by a subsequent change of name) by a name —
(a) which is one that is not permitted to be registered under subsection (1)(a), (b) or (d);
(b) which is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period referred to in that subsection; or
(c) which is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period referred to in that subsection,
the Registrar may direct the foreign company to change its name, and the company must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister.
(6)Any person may apply, in writing, to the Registrar to give a direction to a foreign company under subsection (5) on a ground referred to in that subsection.
(7)If the foreign company fails to comply with subsection (4), the company and every officer of the company who is in default and every authorised representative of the company who knowingly and wilfully authorises or permits the default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
(8)In this section, “registered business name” has the meaning given by section 2(1) of the Business Names Registration Act 2014.
(9)An appeal to the Minister against the following decisions of the Registrar that are made on or after 3 January 2016 may be made by the following persons within the following times:
(a) in the case of the Registrar’s decision under subsection (5) — by the foreign company aggrieved by the decision within 30 days after the decision;
(b) in the case of the Registrar’s refusal to give a direction to a foreign company under subsection (5) pursuant to an application under subsection (6) — by the applicant aggrieved by the refusal within 30 days after being informed of the refusal.
(10)The Minister must cause a direction given by the Minister under subsection (1)(d) to be published in the Gazette.
(11)A person may apply in the prescribed form to the Registrar for the reservation of a name set out in the application as the name under which a foreign company proposes to be registered, either originally or upon change of name.
(12)A foreign company must not be registered, whether on its initial registration or by a subsequent change of name, by a name unless the name has been reserved under subsection (15).
(13)The Registrar may approve an application made under subsection (11) only if the Registrar is satisfied that —
(a) the application is made in good faith; and
(b) the name to be reserved is one in respect of which a foreign company may be registered having regard to subsections (1), (2) and (3).
(14)The Registrar must refuse to approve an application to reserve a name under subsection (11) if the Registrar is satisfied that —
(a) the foreign company is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or
(b) it would be contrary to the national security or interest for the foreign company to be registered.
(15)Where an application for a reservation of a name is made under subsection (11), the Registrar must reserve the proposed name for a period starting at the time the Registrar receives the application and ending —
(a) if the Registrar approves the application — 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or
(b) if the Registrar refuses to approve the application — on the date on which the Registrar notifies the applicant of the refusal.
(16)A person aggrieved by a decision of the Registrar —
(a) refusing to approve an application under subsection (11); or
(b) refusing an application under subsection (15)(a) to extend the reservation period,
may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final.
(17)The reservation of a name under this section in respect of a foreign company does not in itself entitle the foreign company to be registered by that name, either originally or upon change of name.
Register of members of foreign companies
379.—(1)A foreign company registered under this Division on or after 31 March 2017 must, within 30 days after it is registered —
(a) keep a register of its members at its registered office in Singapore or at some other place in Singapore; and
(b) lodge a notice with the Registrar specifying the address at which the register of members is kept.
(2)A foreign company registered under this Division before 31 March 2017 must, within 60 days after that date —
(a) keep a register of its members at its registered office in Singapore or at some other place in Singapore; and
(b) lodge a notice with the Registrar specifying the address at which the register of members is kept.
(3)If there is any change in the address at which the register of members mentioned in subsection (1) or (2) is kept, the foreign company must, within 30 days after the change, lodge a notice of the change with the Registrar.
Contents of register and index of members of foreign companies
380.—(1)The register of members of a foreign company required to be kept under section 379 must contain the following particulars:
(a) the names and addresses of the members of the foreign company;
(b) the date on which the name of each person was entered in the register as a member;
(c) the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member;
(d) in the case of a foreign company having a share capital —
(i) a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member; and
(ii) such particulars of the shares held by each member, including the date of every allotment of shares to members and the number of shares comprised in each allotment;
(e) such other particulars as may be prescribed.
(2)Every foreign company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index —
(a) keep an index in convenient form of the names of the members;
(b) within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index; and
(c) keep the index at the same place as the register of members.
(3)The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
(4)If there is any change in the particulars mentioned in subsection (1) contained in the register of members of a foreign company, the foreign company must, within 30 days after the change, update the register of members to reflect the change.
Register to be prima facie evidence
381.A register of members of a foreign company kept under section 379 is prima facie evidence of any matter which the register is required under this Division to be contained.
Certificate as to shareholding
382.A certificate made under the seal of a foreign company (or in any manner permitted for certificates of such type by the laws of the country or territory in which the foreign company is incorporated or established) specifying any shares held by any member of that company and registered in the register of members of the foreign company kept under section 379 is prima facie evidence of the title of the member to the shares and the registration of the shares in that register.
No civil proceedings to be brought in respect of bearer shares or share warrants
383.—(1)Any allotment, issue, sale, transfer, assignment or other disposition in Singapore of any bearer share or share warrant by a foreign company registered under this Division is void.
(2)No civil proceedings may be brought or maintained in any court for or in respect of any bearer share or share warrant allotted, issued, sold, transferred, assigned or disposed by a foreign company registered under this Division.
Application of provisions of Act
384.Regulations made under section 411 may —
(a) provide for —
(i) the application of any provision of Division 7 of Part 4 relating to the transfer of shares in a company to the transfer of shares in a foreign company; and
(ii) the application of Division 4 of Part 5 relating to the register of members to the register of members of a foreign company,
subject to such adaptations, modifications or additions as may be prescribed; and
(b) exempt any foreign company or class of foreign companies from all or any provision of this Division.
385.
Penalties
386.If default is made by any foreign company in complying with any provision of this Division, other than a provision in which a penalty or punishment is expressly mentioned, the company and every officer of the company who is in default and every authorised representative of the company who knowingly and wilfully authorises or permits the 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.
PART 11AREGISTER OFCONTROLLERS, NOMINEE DIRECTORS AND NOMINEE SHAREHOLDERS OF COMPANIESApplication of this Part
386AA.—(1)This Part applies to —
(a) all companies other than a company that is set out in the Fourteenth Schedule; and
(b) all foreign companies registered under Division 2 of Part 11 other than a foreign company that is set out in the Fifteenth Schedule.
(2)The obligation to comply with this Part extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not.
(3)This Part extends to acts done or omitted to be done outside Singapore.
Interpretation of this Part
386AB.In this Part, unless the context otherwise requires —
“approved exchange” means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001;
“controller” means an individual controller or a corporate controller;
“corporate controller”, in relation to a company or a foreign company, means a legal entity which has a significant interest in, or significant control over, the company or the foreign company, as the case may be;
“individual controller”, in relation to a company or a foreign company, means an individual who has a significant interest in, or significant control over, the company or the foreign company, as the case may be;
“legal entity” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company;
“limited liability partnership” has the meaning given by section 4(1) of the Limited Liability Partnerships Act 2005;
“member of the public” includes —
(a) in the case of a company — any member of the company acting in the member’s capacity as such; and
(b) in the case of a foreign company — any member of the foreign company acting in the member’s capacity as such;
“register of controllers” or “register” —
(a) in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (2) or (3); and
(b) in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (5) or (6);
“registered filing agent” means a filing agent registered under section 31 of the Accounting and Corporate Regulatory Authority Act 2004;
“significant control”, in relation to a company or a foreign company, has the meaning given in the Sixteenth Schedule;
“significant interest”, in relation to a company or a foreign company, has the meaning given in the Sixteenth Schedule.
Meaning of “registrable”
386AC.For the purposes of this Part, in relation to a company (X) or a foreign company (X), a controller (A) is registrable unless —
(a) A’s significant interest in or significant control over X is only through one or more controllers (B) of X;
(b) A is a controller of B (or each B if more than one); and
(c) B (or each B if more than one) is either —
(i) a company, or foreign company to which this Part applies, that is required to keep a register of controllers under section 386AF;
(ii) a company that is set out in the Fourteenth Schedule;
(iii) a foreign company that is set out in the Fifteenth Schedule;
(iv) a corporation which shares are listed for quotation on an approved exchange;
(v) a limited liability partnership to which Part 6A of the Limited Liability Partnerships Act 2005 applies, that is required to keep a register of controllers of limited liability partnerships under that Act;
(vi) a limited liability partnership that is set out in the Sixth Schedule to the Limited Liability Partnerships Act 2005;
(vii) a trustee of an express trust to which Part 7 of the Trustees Act 1967 applies; or
(viii) a VCC.
State of mind of corporation, unincorporated association, etc.
386AD.—(1)Where, in a proceeding for an offence under this Part, it is necessary to prove the state of mind of a corporation in relation to a particular conduct, evidence that —
(a) an officer, employee or agent of the corporation engaged in that conduct within the scope of the officer’s, employee’s or agent’s actual or apparent authority; and
(b) the officer, employee or agent had that state of mind,
is evidence that the corporation had that state of mind.
(2)Where, in a proceeding for an offence under this Part, it is necessary to prove the state of mind of an unincorporated association or a partnership in relation to a particular conduct, evidence that —
(a) an employee or agent of the unincorporated association or the partnership engaged in that conduct within the scope of the employee’s or agent’s actual or apparent authority; and
(b) the employee or agent had that state of mind,
is evidence that the unincorporated association or partnership had that state of mind.
Meaning of “legal privilege”
386AE.—(1)For the purposes of this Part, information or a document is subject to legal privilege if —
(a) it is a communication made between a lawyer and a client, or a legal counsel acting as such and the legal counsel’s employer, in connection with the lawyer giving legal advice to the client or the legal counsel giving legal advice to the employer, as the case may be;
(b) it is a communication made between 2 or more lawyers acting for a client, or 2 or more legal counsel acting as such for their employer, in connection with one or more of the lawyers giving legal advice to the client or one or more of the legal counsel giving legal advice to the employer, as the case may be;
(c) it is a communication made —
(i) between a client, or an employer of a legal counsel, and another person;
(ii) between a lawyer acting for a client and either the client or another person; or
(iii) between a legal counsel acting as such for the legal counsel’s employer and either the employer or another person,
in connection with, and for the purposes of, any legal proceedings (including anticipated or pending legal proceedings) in which the client or employer (as the case may be) is or may be, or was or might have been, a party;
(d) it is an item, or a document (including its contents), that is enclosed with or mentioned in any communication in paragraph (a) or (b) and that is made or prepared by any person in connection with a lawyer or legal counsel, or one or more of the lawyers or legal counsel, in either paragraph giving legal advice to the client or the employer of the legal counsel, as the case may be; or
(e) it is an item, or a document (including its contents), that is enclosed with or mentioned in any communication in paragraph (c) and that is made or prepared by any person in connection with, and for the purposes of, any legal proceedings (including anticipated or pending legal proceedings) in which the client or the employer of the legal counsel (as the case may be) is or may be, or was or might have been, a party,
but it is not any such communication, item or document that is made, prepared or held with the intention of furthering a criminal purpose.
(2)In subsection (1) —
“client”, in relation to a lawyer, includes an agent of or other person representing a client and, if a client has died, a personal representative of the client;
“employer”, in relation to a legal counsel, includes —
(a) if the employer is one of a number of corporations that are related to each other under section 6, every corporation so related as if the legal counsel is also employed by each of the related corporations;
(b) if the employer is a public agency within the meaning of section 128A(6) of the Evidence Act 1893 and the legal counsel is required as part of the legal counsel’s duties of employment or appointment to provide legal advice or assistance in connection with the application of the law or any form of resolution of legal dispute to any other public agency or agencies, the other public agency or agencies as if the legal counsel is also employed by the other public agency or each of the other public agencies; and
(c) an employee or officer of the employer;
“lawyer” means a solicitor or a professional legal adviser, and includes an interpreter or other person who works under the supervision of a solicitor or a professional legal adviser;
“legal counsel” means a legal counsel as defined in section 3(7) of the Evidence Act 1893, and includes an interpreter or other person who works under the supervision of a legal counsel.
Register of controllers
386AF.—(1)A company incorporated on or after 31 March 2017 must keep a register of its registrable controllers not later than 30 days after the date of the company’s incorporation.
(2)A company incorporated before 31 March 2017 must keep a register of its registrable controllers not later than 60 days after that date.
(3)If a company that is not a company to which this Part applies subsequently becomes a company to which this Part applies, the company must keep a register of its registrable controllers not later than 60 days after the date on which this Part applies or re‑applies to the company.
(4)A foreign company registered under Division 2 of Part 11 on or after 31 March 2017 must keep a register of its registrable controllers not later than 30 days after the date of the foreign company’s registration.
(5)A foreign company registered under Division 2 of Part XI before 31 March 2017 must keep a register of its registrable controllers not later than 60 days after that date.
(6)If a foreign company that is not a foreign company to which this Part applies subsequently becomes a foreign company to which this Part applies, the foreign company must keep a register of its registrable controllers not later than 60 days after the date on which this Part applies or re‑applies to the foreign company.
(7)A company or foreign company must ensure that its register —
(a) contains such particulars of the company’s or foreign company’s registrable individual controllers and registrable corporate controllers as may be prescribed;
(aa) contains the note and prescribed particulars required under section 386AFA(3), if applicable;
(b) is updated if any change to the prescribed particulars mentioned in paragraph (a) or (aa) occurs; and
(c) is kept in such form and at such place as may be prescribed.
(8)A company or foreign company must enter the particulars in its register and update the register within the prescribed time and in the prescribed manner.
(9)A company or foreign company must —
(a) enter the particulars of any controller in its register, or update the particulars of that controller in the register, after the particulars of that controller are confirmed by the controller; or
(b) if the company or foreign company does not receive the controller’s confirmation, enter or update the particulars with a note indicating that the particulars have not been confirmed by the controller.
(10)For the purposes of subsection (9)(a), the particulars of the controller to be entered, or updated, in a register must be confirmed by the controller in the prescribed manner.
(11)Subject to section 386AM, a company or foreign company must not disclose, or make available for inspection, a register or any particulars contained in the register to any member of the public.
(12)If a company fails to comply with —
(a) subsection (1), (2) or (3), whichever is applicable; or
(b) subsection (7), (8), (9) or (11),
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 $5,000.
(13)If a foreign company fails to comply with —
(a) subsection (4), (5) or (6), whichever is applicable; or
(b) subsection (7), (8), (9) or (11),
the foreign company, and every officer of the foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.
Additional particulars
386AFA.—(1)This section applies where a company or foreign company knows, or has reasonable grounds to believe —
(a) that the company or foreign company has no registrable controller; or
(b) that the company or foreign company has a registrable controller but has not been able to identify the registrable controller.
(2)Where this section applies, each director with executive control and each chief executive officer of the company or foreign company is, subject to subsection (9), taken to be a registrable controller of the company or foreign company for the purposes of this Part.
(3)Where this section applies, the company or foreign company must enter the following in its register of controllers:
(a) a note stating —
(i) that the company or foreign company knows, or has reasonable grounds to believe, as the case may be —
(A) that the company or foreign company has no registrable controller; or
(B) that the company or foreign company has a registrable controller but has not been able to identify the registrable controller; and
(ii) that each director with executive control and each chief executive officer of the company or foreign company is taken to be a registrable controller of the company or foreign company under subsection (2);
(b) the prescribed particulars of each director with executive control and each chief executive officer of the company or foreign company.
(4)A company or foreign company must enter the matters mentioned in subsection (3) in its register of controllers within the prescribed period after —
(a) in the case of a company or foreign company that knows, or has reasonable grounds to believe, that it has no registrable controller — the date on which the company or foreign company knows, or has reasonable grounds to believe, that the company or foreign company has no registrable controller; or
(b) in the case of a company or foreign company that knows, or has reasonable grounds to believe, that it has a registrable controller but has not been able to identify the registrable controller — the date on which the company or foreign company, having taken the reasonable steps required by section 386AG(1), forms the opinion that it is unable to identify the registrable controller.
(5)A company or foreign company must, within the prescribed period after the date on which the company or foreign company knows, or has reasonable grounds to believe, that any change in the particulars entered in its register of controllers under subsection (3)(b) has occurred, update its register of controllers to reflect the change.
(6)If a company or foreign company mentioned in subsection (1) enters the particulars of a registrable controller in its register of controllers under section 386AF(9), the company or foreign company must, at the same time, enter in its register of controllers a note stating —
(a) that each director with executive control and each chief executive officer of the company or foreign company is no longer taken to be a registrable controller of the company or foreign company under subsection (2); and
(b) the date on which the particulars of the registrable controller were entered in its register of controllers under section 386AF(9).
(7)If a company or foreign company fails to comply with subsection (3), (4), (5) or (6), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.
(8)In this section —
“chief executive officer” —
(a) in relation to a company, has the meaning given by section 4(1); and
(b) in relation to a foreign company, has the meaning given by section 4(1), subject to the modification that each reference to a company is a reference to the foreign company;
“director with executive control”, in relation to a company or foreign company, means a director of the company or foreign company who exercises executive control over the daily or regular affairs of the company or foreign company through a senior management position.
(9)Despite anything in this Part, a reference in section 386AF(9) or (10), 386AG(1) or (2), 386AH(1), 386AI(1), 386AJ(1) or 386AK(1) to a controller or a registrable controller does not include a director or chief executive officer taken to be a registrable controller under subsection (2).
Duty of company and foreign company to investigate and obtain information
386AG.—(1)A company or foreign company must take reasonable steps to find out and identify the registrable controllers of the company or foreign company.
(2)A company (A) or foreign company (A) —
(a) must give a notice to any person (B) whom A knows or has reasonable grounds to believe is a registrable controller in relation to A, requiring B —
(i) to state whether B is or is not a registrable controller of A;
(ii) to state whether B knows or has reasonable grounds to believe that any other person (C) is a registrable controller of A or is likely to have that knowledge and to give such particulars of C that are within B’s knowledge; and
(iii) to provide such other information as may be prescribed; and
(b) must give a notice to any person (D) whom A knows, or has reasonable grounds to believe knows, the identity of a person who is a registrable controller of A or is likely to have that knowledge, requiring D —
(i) to state whether D knows or has reasonable grounds to believe that any other person (E) is a registrable controller of A or is likely to have that knowledge and to give such particulars of E that are within D’s knowledge; and
(ii) to provide such other information as may be prescribed.
(3)A notice mentioned in subsection (2) —
(a) must state that the addressee must comply with the notice not later than the time prescribed for compliance;
(b) must be in such form, contain such particulars and be sent in such manner, as may be prescribed; and
(c) must be given within such period as may be prescribed after the company or foreign company first knows the existence of, or first has reasonable grounds to believe that there exists, a person to whom a notice must be given under that subsection.
(4)Subsection (2) does not require a company or foreign company to give notice to any person in respect of any information that is required to be stated or provided pursuant to the notice if the information was previously provided by that person or by any registered filing agent on behalf of that person.
(5)If a company or foreign company fails to comply with subsection (2) or (3), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.
(6)An addressee of a notice under subsection (2) must comply with the notice within the time specified in the notice for compliance except that an addressee is not required to provide any information that is subject to legal privilege.
(7)An addressee of a notice under subsection (2) who fails to comply with subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
Duty of company and foreign company to keep information up‑to‑date
386AH.—(1)If a company or foreign company knows or has reasonable grounds to believe that a relevant change has occurred in the particulars of a registrable controller that are stated in the company’s or foreign company’s register of controllers, the company or foreign company must give notice to the registrable controller —
(a) to confirm whether or not the change has occurred; and
(b) if the change has occurred —
(i) to state the date of the change; and
(ii) to provide the particulars of the change.
(2)A company or foreign company must give the notice mentioned in subsection (1) within such period as may be prescribed after it first knows of the change or first has reasonable grounds to believe that the change has occurred.
(3)Section 386AG(3)(a) and (b) applies to a notice under this section as it applies to a notice under that section.
(4)Subsection (1) does not require a company or foreign company to give notice to any person in respect of any information that was previously provided by that person or by any registered filing agent on behalf of that person.
(5)If a company or foreign company fails to comply with subsection (1) or (2), or section 386AG(3)(a) and (b) as applied by subsection (3), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.
(6)An addressee of a notice under subsection (1) who fails to comply with the notice within the time specified in the notice for compliance shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(7)For the purposes of this section, a relevant change occurs if —
(a) a person ceases to be a registrable controller in relation to the company or foreign company, as the case may be; or
(b) any other change occurs as a result of which the particulars of the registrable controller in the company’s or foreign company’s register of controllers are incorrect or incomplete.
Duty of company and foreign company to correct information
386AI.—(1)If a company or foreign company knows or has reasonable grounds to believe that any of the particulars of a registrable controller that are stated in the company’s or foreign company’s register is incorrect, the company or foreign company must give notice to the registrable controller to confirm whether the particulars are correct and, if not, to provide the correct particulars.
(2)A company or foreign company must give the notice mentioned in subsection (1) within such period as may be prescribed after it first knows or first has reasonable grounds to believe that the information is incorrect.
(3)Section 386AG(3)(a) and (b) applies to a notice under this section as it applies to a notice under that section.
(4)Subsection (1) does not require a company or foreign company to give notice to any person in respect of any information that was previously provided by that person or by any registered filing agent on behalf of that person.
(5)If a company or foreign company fails to comply with subsection (1) or (2), or section 386AG(3)(a) and (b) as applied by subsection (3), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.
(6)An addressee of a notice under subsection (1) who fails to comply with the notice within the time specified in the notice for compliance shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
Controller’s duty to provide information
386AJ.—(1)A person who knows or ought reasonably to know that the person is a registrable controller in relation to a company or foreign company must —
(a) notify the company or foreign company (as the case may be) that the person is a registrable controller in relation to the company or foreign company;
(b) state the date, to the best of the person’s knowledge, on which the person became a registrable controller in relation to the company or foreign company; and
(c) provide such other information as may be prescribed.
(2)The person mentioned in subsection (1) must comply with the requirements of that subsection within such period as may be prescribed after the date on which that person first knew or ought reasonably to have known that that person was a registrable controller.
(3)A person need not comply with the requirements of subsection (1) if the person has received a notice from the company or foreign company under section 386AG(2) and has complied with the requirements of the notice within the time specified in the notice for compliance.
(4)If a person fails to comply with subsection (1) or (2), the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
Controller’s duty to provide change of information
386AK.—(1)A person who is a registrable controller in relation to a company or foreign company who knows, or ought reasonably to know, that a relevant change has occurred in the prescribed particulars of the registrable controller must notify the company or foreign company of the relevant change —
(a) stating the date that the change occurred; and
(b) providing the particulars of the change.
(2)The person mentioned in subsection (1) must comply with the requirements of that subsection within such period as may be prescribed after the date on which that person first knew or ought reasonably to have known of the relevant change.
(3)A person need not comply with the requirements of subsection (1) if the person has received a notice from the company or foreign company under section 386AH(1) and has complied with the requirements of the notice within the time specified in the notice for compliance.
(4)Any person who fails to comply with subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(5)For the purposes of this section, a relevant change occurs if —
(a) a person ceases to be a registrable controller in relation to the company or foreign company, as the case may be; or
(b) there is a change in the person’s contact details or such other particulars as may be prescribed.
Register of nominee directors
386AKA.—(1)A company must keep a register of its directors who are nominees (called in this Part the register of nominee directors) in the prescribed form and at the prescribed place.
(2)Subject to section 386AM, a company must not disclose, or make available for inspection, the register of nominee directors or any particulars contained in the register of nominee directors to any member of the public.
(3)A company must, within 7 days after the company is informed of any fact and provided with any particulars mentioned in section 386AL(1) or (2), enter that fact and those particulars in its register of nominee directors.
(4)A company must, within 7 days after the company is informed under section 386AL(3)(a) that a director of the company has ceased to be a nominee, enter the following in the company’s register of nominee directors:
(a) the fact that the director has ceased to be a nominee;
(b) the date on which the director ceased to be a nominee.
(5)A company must, within 7 days after the company is informed under section 386AL(3)(b) of any change to the particulars of a person for whom a director of the company is a nominee, enter the following in the company’s register of nominee directors:
(a) the new particulars of that person;
(b) the date on which the particulars of that person changed.
(6)If a company fails to comply with subsection (1), (2), (3), (4) or (5), 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 $5,000.
Nominee directors
386AL.—(1)A director of a company incorporated on or after 31 March 2017 —
(a) who is a nominee must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after the date of incorporation; and
(b) who becomes a nominee must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after the director becomes a nominee.
(2)A director of a company incorporated before 31 March 2017 —
(a) who is a nominee must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 60 days after 31 March 2017; and
(b) who becomes a nominee must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after the director becomes a nominee.
(3)A director of a company mentioned in subsection (1) or (2) must inform the company —
(a) that he or she ceases to be a nominee within 30 days after the cessation; and
(b) of any change to the particulars provided to the company under that subsection within 30 days after the change.
(4)
(5)
(6)If a director fails to comply with subsection (1), (2) or (3), the director shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(7)
(8)In this section and section 386AKA, a director is a nominee if the director is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.
Register of nominee shareholders
386ALA.—(1)A company or foreign company must keep a register of its shareholders who are nominees (called in this Part the register of nominee shareholders) in the prescribed form and at the prescribed place.
(2)A company or foreign company must, within 7 days after the company or foreign company is informed of any fact and provided with any particulars mentioned in section 386ALB(1), (2), (3) or (4), enter that fact and those particulars in its register of nominee shareholders.
(3)A company or foreign company must, within 7 days after the company or foreign company is informed under section 386ALB(5)(a) that a shareholder of the company or foreign company has ceased to be a nominee, enter the following in its register of nominee shareholders:
(a) the fact that the shareholder has ceased to be a nominee;
(b) the date on which the shareholder ceased to be a nominee.
(4)A company or foreign company must, within 7 days after the company or foreign company is informed under section 386ALB(5)(b) of any change to the particulars of a person for whom a shareholder of the company or foreign company is a nominee, enter the following in its register of nominee shareholders:
(a) the new particulars of that person;
(b) the date on which the particulars of that person changed.
(5)Subject to section 386AM, a company or foreign company must not disclose, or make available for inspection, the register of nominee shareholders or any particulars contained in the register of nominee shareholders to any member of the public.
(6)If a company or foreign company fails to comply with subsection (1), (2), (3), (4) or (5), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.
Nominee shareholders
386ALB.—(1)A shareholder of a company incorporated on or after the appointed day —
(a) who is a nominee on the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date of incorporation; or
(b) who becomes a nominee after the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
(2)A shareholder of a company incorporated before the appointed day —
(a) who is a nominee on the appointed day must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 60 days after the appointed day; or
(b) who becomes a nominee after the appointed day must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
(3)A shareholder of a foreign company registered under Division 2 of Part 11 on or after the appointed day —
(a) who is a nominee on the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date of registration; or
(b) who becomes a nominee after the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
(4)A shareholder of a foreign company registered under Division 2 of Part 11 before the appointed day —
(a) who is a nominee on the appointed day must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 60 days after the appointed day; or
(b) who becomes a nominee after the appointed day must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
(5)A shareholder of a company or foreign company mentioned in subsection (1), (2), (3) or (4) must —
(a) within 30 days after the shareholder ceases to be a nominee, inform the company or foreign company of the fact that the shareholder has ceased to be a nominee; and
(b) within 30 days after any change to the particulars provided to the company or foreign company under subsection (1), (2), (3) or (4), inform the company or foreign company of the change.
(6)If a shareholder of a company or foreign company (as the case may be) fails to comply with subsection (1), (2), (3), (4) or (5), the shareholder shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(7)In this section and section 386ALA, a shareholder of a company or foreign company is a nominee if the shareholder —
(a) is accustomed or under an obligation whether formal or informal to vote, in respect of shares in the company or foreign company of which the shareholder is the registered holder, in accordance with the directions, instructions or wishes of any other person; and
(b) receives dividends, in respect of shares in the company or foreign company of which the shareholder is the registered holder, on behalf of any other person.
(8)In this section and section 386ALA —
“appointed day” means the date of commencement of section 2(i) of the Corporate Registers (Miscellaneous Amendments) Act 2022;
“company” means a company having a share capital;
“foreign company” means a foreign company having a share capital;
“shareholder”, in relation to a company or foreign company, means a person who is registered in the register of members of the company or foreign company as a holder of shares in the company or foreign company.
Power to enforce
386AM.—(1)The Registrar or an officer of the Authority may —
(a) require a company or foreign company to which this Part applies to produce its register, its register of nominee directors, its register of nominee shareholders and any other document relating to those registers or the keeping of those registers;
(b) inspect, examine and make copies of the registers and any document so produced; and
(c) make such inquiry as may be necessary to ascertain whether the provisions of this Part are complied with.
(2)Where any register or documents as are mentioned in subsection (1) are kept in electronic form —
(a) the power of the Registrar or an officer of the Authority in subsection (1)(a) to require the register or any documents to be produced includes the power to require a copy of the register or documents to be made available in legible form and subsection (1)(b) is to accordingly apply in relation to any copy so made available; and
(b) the power of the Registrar or an officer of the Authority under subsection (1)(b) to inspect the register or any documents includes the power to require any person on the premises in question to give the Registrar or the officer of the Authority such assistance as the Registrar or officer may reasonably require to enable the Registrar or officer to inspect and make copies of the register or documents in legible form, and to make records of the information contained in them.
(3)The powers conferred on the Registrar or an officer of the Authority under subsections (1) and (2) may be exercised by a public agency to enable the public agency to administer or enforce any written law.
(4)Any person who fails to comply with any requirement imposed under subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(5)This section applies in addition to any right of inspection conferred by section 396A.
(6)In this section, “public agency” means a public officer, an Organ of State or a ministry or department of the Government, or a public authority established by or under any public Act for a public purpose or a member, an officer or an employee, or any department, thereof.
Central register of controllers
386AN.—(1)This section applies where the Minister, by notification in the Gazette, directs the Registrar to maintain a central register of controllers of companies and foreign companies.
(2)Where the Minister has directed the Registrar to maintain a central register of controllers of companies and foreign companies under subsection (1) —
(a) the Registrar must keep a central register of controllers consisting of the particulars contained in the registers kept by companies and foreign companies to which this Part applies; and
(b) the Registrar must require any company or foreign company to which this Part applies to lodge with the Registrar —
(i) all particulars contained in the company’s or foreign company’s register maintained under section 386AF (including the matters mentioned in section 386AFA(3)); and
(ii) all updates to the company’s or foreign company’s register that occur after the lodgment of the particulars under sub‑paragraph (i).
(3)Where the Registrar requires a company or foreign company to lodge with the Registrar the particulars, matters and updates mentioned in subsection (2)(b), the company or foreign company must lodge the particulars, matters and updates in the prescribed form and manner and within the prescribed time.
(4)If a company or foreign company fails to comply with subsection (3), the company or foreign company, and every officer of the company or foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000.
(5)Except in such circumstances as may be prescribed, the Registrar must not disclose, or make available for inspection, the central register of controllers of companies and foreign companies kept by the Registrar under this section to any member of the public.
Codes of practice, etc.
386AO.—(1)The Registrar may issue one or more codes, guidance, guidelines, policy statements and practice directions for all or any of the following purposes:
(a) to provide guidance to companies or foreign companies, or to both, in relation to the operation or administration of any provision of this Part;
(b) generally for carrying out the purposes of this Part.
(2)The Registrar may publish any such code, guidance, guideline, policy statement or practice direction, in such manner as the Registrar thinks fit.
(3)The Registrar may revoke, vary, revise or amend the whole or any part of any code, guidance, guideline, policy statement or practice direction issued under this section in such manner as the Registrar thinks fit.
(4)Where amendments are made under subsection (3) —
(a) the other provisions of this section apply, with the necessary modifications, to such amendments as they apply to the code, guidance, guideline, policy statement and practice direction; and
(b) any reference in this Act or any other written law to the code, guidance, guideline, policy statement or practice direction however expressed is to be treated, unless the context otherwise requires, as a reference to the code, guidance, guideline, policy statement or practice direction as so amended.
(5)The failure by any person to comply with any of the provisions of a code, guidance, guideline, policy statement or practice direction issued under this section that applies to that person does not of itself render that person liable to criminal proceedings but any such failure may, in any proceedings whether civil or criminal, be relied upon by any party to the proceedings as tending to establish or to negate any liability which is in question in the proceedings.
(6)Any code, guidance, guideline, policy statement or practice direction issued under this section —
(a) may be of general or specific application; and
(b) may specify that different provisions apply to different circumstances or provide for different cases or classes of cases.
(7)It is not necessary to publish any code, guidance, guideline, policy statement or practice direction issued under this section in the Gazette.
Exemption
386AP.The Minister may, by order in the Gazette, exempt any person or class of persons from all or any of the provisions of this Part.
PART 12
GENERAL
Division 1 — Enforcement of this Act
Interpretation
386A.In this section and sections 387B, 387C, 397 and 401, unless the contrary intention appears —
“consolidated financial statements” and “parent company” have the meanings given by section 209A;
“financial statements” means the financial statements of a company required to be prepared by the Accounting Standards and, in the case of a parent company, means the consolidated financial statements.
Service of documents on company
387.A document may be served on a company by leaving it at or sending it by registered post to the registered office of the company.
Electronic transmission of notices of meetings
387A.—(1)Where any notice of a meeting is required or permitted to be given, sent or served under this Act or under the constitution of a company by the company or the directors of the company to —
(a) a member of the company; or
(b) an officer or auditor of the company,
that notice may be given, sent or served using electronic communications to the current address of that person.
(2)For the purposes of this section, a notice of a meeting is also treated as given or sent to, or served on a person where —
(a) the company and that person have agreed in writing that notices of meetings required to be given to that person may instead be accessed by the person on a website;
(b) the meeting is a meeting to which that agreement applies;
(c) the notice is published on the website such that it is or can be made legible;
(d) that person is notified, in a manner for the time being agreed between the person and the company for the purpose, of —
(i) the publication of the notice on that website;
(ii) the address of that website; and
(iii) the place on that website where the notice may be accessed, and how it may be accessed; and
(e) 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.
(3)For the purposes of this Act, a notice of a meeting treated in accordance with subsection (2) as given or sent to or served on any person is treated as so given, sent or served at the time of the notification mentioned in subsection (2)(d).
(4)A notice of a meeting given for the purposes of subsection (2)(d) must specify such matters or information as may be required for a notice of that type under any other provision of this Act or the constitution of that company.
(5)Nothing in subsection (2) invalidates the proceedings of a meeting where —
(a) any notice of a meeting that is required to be published and remain accessible as mentioned in paragraph (e) of that subsection is published and remains accessible for a part, but not all, of the period mentioned in that paragraph; and
(b) the failure to publish and make accessible that notice throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.
(6)A company may, despite any provision to the contrary in its constitution, take advantage of subsection (1), (2), (3), (4) or (5).
(7)For the purposes of this section and section 387B, the current address of a person of a company, in relation to any notice or document, is a number or address used for electronic communication which —
(a) has been notified by the person in writing to the company as one at which that notice or document may be sent to the person; and
(b) the company has no reason to believe that that notice or document sent to the person at that address will not reach the person.
Electronic transmission of documents
387B.—(1)Where any accounts, balance sheet, financial statements, report or other document is required or permitted to be sent under this Act or under the constitution of a company by the company or the directors of the company to —
(a) a member of the company; or
(b) an officer or auditor of the company,
that document may be sent using electronic communications to the current address of that person.
(2)For the purposes of this section, a document is also treated as sent to a person where —
(a) the company and that person have agreed in writing to the person having access to documents on a website (instead of their being sent to the person);
(b) the document is a document to which that agreement applies;
(c) the document is published on the website such that it is or can be made legible; and
(d) that person is notified, in a manner for the time being agreed for that purpose between the person and the company, of —
(i) the publication of the document on that website;
(ii) the address of that website; and
(iii) the place on that website where the document may be accessed, and how it may be accessed.
(3)Where any provision of this Act or of the constitution of the company requires any document to be sent to a person not less than a specified number of days before a meeting, that document, if treated in accordance with subsection (2) as sent to any person, is treated as sent to the person not less than the specified number of days before the date of a meeting if, and only if —
(a) the document is published on and remains accessible to that person from the website throughout a period beginning before the specified number of days before the date of the meeting and ending with the conclusion of the meeting; and
(b) the notification given for the purposes of subsection (2)(d) is given not less than the specified number of days before the date of the meeting.
(4)Nothing in subsection (3) invalidates the proceedings of a meeting where —
(a) any document that is required to be published and remain accessible as mentioned in paragraph (a) of that subsection is published and remains accessible for a part, but not all, of the period mentioned in that paragraph; and
(b) the failure to publish and make accessible that document throughout that period is wholly attributable to circumstances which it would not be reasonable to have expected the company to prevent or avoid.
(5)A company may, despite any provision to the contrary in its constitution, take advantage of subsection (1), (2), (3) or (4).
(6)For the purposes of this section and sections 387C and 387D —
(a) a reference to a document does not include any of the following:
(i) a share certificate;
(ii) a debenture;
(iii) a certificate of any other interest in a company;
(iv) an instrument of transfer of any share, debenture or other interest in a company; and
(b) a reference to the sending of a document includes the circulation, delivery, despatching, depositing, forwarding, furnishing, giving, issuing, serving, submission, transmitting or supply of that document.
Electronic transmission in accordance with constitution, etc.
387C.—(1)Despite sections 387A and 387B, where a notice of meeting or any accounts, balance sheet, financial statements, report or other document is required or permitted to be sent under this Act or under the constitution of a company by the company or the directors of the company to a member of the company, that notice or document may be sent using electronic communications with the express, implied or deemed consent of the member in accordance with the constitution of the company.
(2)For the purposes of this section, a member has given implied consent if the constitution of the company —
(a) provides for the use of electronic communications;
(b) specifies the manner in which electronic communications is to be used; and
(c) provides that the member agrees to receive such notice or document by way of such electronic communications and does not have a right to elect to receive a physical copy of such notice or document.
(3)For the purposes of this section, but subject to regulations mentioned in subsection (4), a member is deemed to have consented if —
(a) the member was by written notice given an opportunity to elect, within such period of time specified in the notice, whether to receive the notice or document by way of electronic communications or as a physical copy; and
(b) the member failed to make an election within the time so specified.
(4)The Minister may make regulations under section 411 —
(a) to exclude any notice or document or any class of notices or documents from the application of this section;
(b) to provide for safeguards for the use of electronic communications under this section; and
(c) without limiting paragraph (b), to provide that a member who is deemed to have consented to receive notices or documents by way of electronic communications may make a fresh election to receive such notice or document as a physical copy and the manner in which the fresh election may be made.
Electronic transmission of documents by member, officer or auditor to company or director
387D.Where any document is required or permitted to be sent under this Act by a member, officer or auditor of the company to the company or a director of the company, that document may be sent using electronic communications to the company or the director if the member, officer or auditor (as the case may be) and the company or director (as the case may be) have agreed, generally or specifically, that the document may be sent in that manner, and that agreement has not been revoked.
Security for costs
388.—(1)Where a corporation is claimant in any action or other legal proceeding the court having jurisdiction in the matter may, if it appears by credible testimony that there is reason to believe that the corporation will be unable to pay the costs of the defendant if successful in the defendant’s defence, require sufficient security to be given for those costs and stay all proceedings until the security is given.
Costs
(2)The costs of any proceeding before a court under this Act must be borne by such party to the proceeding as the court may, in its discretion, direct.
As to rights of witnesses to legal representation
389.Any person summoned for examination under Part 9 may, at the person’s own cost, employ a solicitor who is at liberty to put to the person such questions as the inspector, Court or District Judge considers just for the purpose of enabling the person to explain or qualify any answers given by the person.
Disposal of shares of shareholder whose whereabouts unknown
390.—(1)Where by the exercise of reasonable diligence a company is unable to discover the whereabouts of a shareholder for a period of not less than 10 years, the company may cause an advertisement to be published in a newspaper circulating in the place shown in the register of members as the address of the shareholder stating that the company after the expiration of one month from the date of the advertisement intends to transfer the shares to the Official Receiver.
(2)If, after the expiration of one month from the date of the advertisement, the whereabouts of the shareholder remain unknown, the company may transfer the shares held by the shareholder in the company to the Official Receiver and for that purpose may execute for and on behalf of the owner a transfer of those shares to the Official Receiver.
(3)The Official Receiver must sell or dispose of any shares so received in such manner and at such time as the Official Receiver thinks fit and must deal with proceeds of the sale or disposal as if they were moneys paid to the Official Receiver pursuant to section 197 of the Insolvency, Restructuring and Dissolution Act 2018.
Power to grant relief
391.—(1)If in any proceedings for negligence, default, breach of duty or breach of trust against a person to whom this section applies, it appears to the court before which the proceedings are taken that the person is or may be liable in respect thereof but that the person has acted honestly and reasonably and that, having regard to all the circumstances of the case including those connected with the person’s appointment, the person ought fairly to be excused for the negligence, default or breach, the court may relieve the person either wholly or partly from the person’s liability on such terms as the court thinks fit.
(1A)To avoid doubt and without limiting subsection (1), “liability” includes the liability of a person to whom this section applies to account for profits made or received.
(2)Where any person to whom this section applies has reason to apprehend that any claim will or might be made against the person in respect of any negligence, default, breach of duty or breach of trust the person may apply to the Court for relief, and the Court has the same power to relieve the person as under this section it would have had if it had been a court before which proceedings against the person for negligence, default, breach of duty or breach of trust had been brought.
(3)The persons to whom this section applies are —
(a) officers of a corporation;
(b) persons employed by a corporation as auditors, whether they are or are not officers of the corporation;
(c) experts within the meaning of this Act; and
(d) persons who are receivers, receivers and managers or liquidators appointed or directed by the Court to carry out any duty under this Act in relation to a corporation and all other persons so appointed or so directed.
Irregularities
392.—(1)In this section, unless the contrary intention appears, a reference to a procedural irregularity includes a reference to —
(a) the absence of a quorum at a meeting of a corporation, at a meeting of directors or creditors of a corporation or at a joint meeting of creditors and members of a corporation; and
(b) a defect, irregularity or deficiency of notice or time.
(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.
(2A)A meeting to which section 173J(2)(b) or (c) applies is not invalidated by reason of any technological disruption, malfunction or outage unless the Court —
(a) is of the opinion that the technological disruption, malfunction or outage has caused or may cause substantial injustice that cannot be remedied by any order of the Court; and
(b) by order declares the meeting to be invalid.
(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.
(4)Subject to the following provisions of this section and without limiting 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:
(a) 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;
(b) an order directing the rectification of any register kept by the Registrar under this Act;
(c) 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 (a);
(d) 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,
and may make such consequential or ancillary orders as the Court thinks fit.
(5)An order may be made under subsection (4)(a) or (b) even though the contravention or failure referred to in the paragraph concerned resulted in the commission of an offence.
(6)The Court is not to make an order under this section unless it is satisfied —
(a) in the case of an order mentioned in subsection (4)(a) —
(i) that the act, matter or thing, or the proceeding, mentioned in that paragraph is essentially of a procedural nature;
(ii) that the person or persons concerned in or party to the contravention or failure acted honestly; or
(iii) that it is in the public interest that the order be made;
(b) in the case of an order mentioned in subsection (4)(c), that the person subject to the civil liability concerned acted honestly; and
(c) in every case, that no substantial injustice has been or is likely to be caused to any person.
Privileged communications
393.No inspector appointed under this Act may require disclosure by a solicitor of any privileged communication made to the solicitor in that capacity, except as respects the name and address of the solicitor’s client.
Production and inspection of books or papers where offence suspected
394.—(1)If, on an application made to a judge of the Court in chambers by or on behalf of the Minister, there is shown to be reasonable cause to believe that any person has, while an officer of a company, committed an offence in connection with the management of the company’s affairs and that evidence of the commission of the offence is to be found in any books or papers of or under the control of the company, an order may be made —
(a) 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
(b) requiring the secretary or such other officer as is named in the order to produce such books or papers or any of them to a person named in the order at a place so named.
(2)No appeal lies against any order or decision of a judge on or in relation to an application under this section.
Form of company records
395.—(1)A company must adequately record for future reference the information required to be contained in any company records.
(2)Subject to subsection (1), company records may be —
(a) kept in hard copy form or in electronic form; and
(b) arranged in the manner that the directors of the company think fit.
(3)If company records are kept in electronic form, the company must ensure that they are capable of being reproduced in hard copy form.
(4)In this section and sections 396 and 396A —
“company” includes a corporation which is required to keep company records under this Act;
“company record” means any register, index, minute book, accounting record, minute or other document required by this Act to be kept by a company;
“in electronic form” means in the form of an electronic record as defined in section 2(1) of the Electronic Transactions Act 2010;
“in hard copy form” means in a paper form or similar form capable of being read.
Duty to take precautions against falsification
396.—(1)Where company records are kept otherwise than in hard copy form, reasonable precautions must be taken for —
(a) ensuring the proper maintenance and authenticity of the company records;
(b) guarding against falsification; and
(c) facilitating the discovery of any falsifications.
(2)In the case where company records are kept in electronic form, the company must provide for the manner by which the records are to be authenticated and verified.
(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.
Inspection of records
396A.—(1)Any company record which is by this Act required to be available for inspection must, subject to and in accordance with this Act, be available for inspection at the place where in accordance with this Act it is kept during the hours in which the registered office of the company is accessible to the public.
(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) a reproduction of the recording, or the relevant part of the recording, in hard copy form; or
(b) if requested by the person inspecting the recording, the recording, or the relevant part of the recording, by electronic means.
(3)Any person permitted by this Act to inspect any company records may make copies of or take extracts from it.
(4)Where company records are kept by the company by recording the information in question in electronic form, the company must ensure that proper facilities are provided to enable the company records to be inspected, and where default is made in complying with this subsection, 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.
Liability where proper accounts not kept
396B.—(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 —
(a) the period of 2 years immediately preceding the commencement of the investigation; or
(b) the period between the incorporation of the company and the commencement of the investigation,
every officer who is in default 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.
(2)Where a person is charged with an offence under subsection (1), it is a defence for the person charged to prove that the person acted honestly and to show that, in the circumstances in which the business of the company was carried on, the default was excusable.
(3)For the purposes of this section, proper books of account are deemed not to have been kept in the case of a company —
(a) if there have not been kept such books or accounts as are necessary to exhibit and explain the transactions and financial position of the trade or business of the company, including books containing entries from day to day in sufficient detail of all cash received and cash paid, and, where the trade or business has involved dealings in goods, statements of the annual stocktakings and (except in the case of goods sold by way of ordinary retail trade) of all goods sold and purchased, showing the goods and the buyers and sellers of the goods in sufficient detail to enable those goods and those buyers and sellers to be identified; or
(b) if such books or accounts have not been kept in such manner as to enable them to be conveniently and properly audited, whether or not the company has appointed an auditor.
Translations of instruments, etc.
397.—(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 must lodge at the same time with the Registrar a certified translation thereof in the English language.
(2)Where under this Act a corporation is required to make available for public inspection any instrument, certificate, contract or document and the same is not written in the English language, the corporation must keep at its registered office in Singapore a certified translation thereof in the English language.
(3)Where any accounts, financial statements, minute books or other records of a corporation required by this Act to be kept are not kept in the English language, the directors of the corporation must cause a true translation of such accounts, financial statements, minute books and other records to be made from time to time at intervals of not more than 7 days and must cause such translations to be kept with the original accounts, financial statements, minute books and other records for so long as the original accounts, financial statements, minute books and other records are required by this Act to be kept.
Certificate of incorporation conclusive evidence
398.A certificate of incorporation under the hand and seal of the Registrar issued under this Act in force before 13 January 2003, a notice of incorporation issued by the Registrar under this Act, and a certificate of confirmation of incorporation of the Registrar issued under this Act, are each conclusive evidence that all the requirements of this Act in respect of registration and of matters precedent and incidental thereto have been complied with, and that the company referred to therein is duly incorporated under this Act.
Court may compel compliance
399.—(1)If any person in contravention of this Act refuses or fails to permit the inspection of any register, minute book or document or to supply a copy of any register, minute book or document the Court may by order compel an immediate inspection of the register, minute book or document or order the copy to be supplied.
(2)If any officer or former officer of a company has failed or omitted to do any act, matter or thing which under this Act he or she is or was required or directed to do, the Court on the application of the Registrar or any member of the company or the Official Receiver or liquidator may, by order, require that officer or former officer to do such act, matter or thing immediately or within such time as is allowed by the order, and for the purpose of complying with any such order a former officer is deemed to have the same status, powers and duties as he or she had at the time the act, matter or thing should have been done.
Division 2 — Offences
400.
False and misleading statement
401.—(1)Every corporation which advertises, circulates or publishes any statement of the amount of its capital which is misleading, or in which the amount of capital or subscribed capital is stated but the amount of paid‑up capital or the amount of any charge on uncalled capital is not stated as prominently as the amount of subscribed capital is stated, and every officer of the corporation who knowingly authorises, directs or consents to such advertising, circulation or publication shall be guilty of an offence.
(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.
(2A)Any person who, for any purpose under this Act —
(a) lodges or files with or submits to the Registrar any document; or
(b) authorises another person to lodge or file with or submit to the Registrar any document,
knowing that document to be false or 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.
(3)For the purposes of subsection (2), where a person at a meeting votes in favour of the making of a statement mentioned in that subsection the person is deemed to have authorised the making of that statement.
False statements or reports
402.—(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 —
(a) a director, auditor, member, debenture holder or trustee for debenture holders of the corporation; or
(b) in the case of a corporation that is a subsidiary, an auditor of the holding company,
relating to the affairs of the corporation, 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.
(2)In subsection (1), “officer” includes a person who at any time has been an officer of the corporation.
Dividends payable from profits only
403.—(1)No dividend is payable to the share‑holders of any company except out of profits.
(1A)Subject to subsection (1B), any profits of a company applied towards the purchase or acquisition of its own shares in accordance with sections 76B to 76G are not payable as dividends to the shareholders of the company.
(1B)Subsection (1A) does not apply to any part of the proceeds received by the company as consideration for the sale or disposal of treasury shares which the company has applied towards the profits of the company.
(1C)Any gains derived by the company from the sale or disposal of treasury shares are not payable as dividends to the shareholders of the company.
(2)Every director or chief executive officer of a company who wilfully pays or permits to be paid any dividend in contravention of this section —
(a) shall, without prejudice to any other liability, 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; and
(b) 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)If the whole amount is recovered from one director or chief executive officer, he or she may recover contribution against any other person liable who has directed or consented to such payment.
(4)No liability by this section imposed on any person extends or passes, on the death of such person to the person’s executors or administrators nor is the estate of any such person after the person’s death liable under this section.
(5)In this section, “dividend” includes bonus and payment by way of bonus.
Fraudulently inducing persons to invest money
404.—(1)
(2)
Obtaining payment of moneys, etc., to company by false promise of officer or agent of company
(3)Whoever, being an officer or agent of any corporation, by any deceitful means or false promise and with intent to defraud, causes or procures any money to be paid or any chattel or marketable security to be delivered to that corporation or to himself, herself or any other person for the use or benefit or on account of that corporation 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 5 years or to both.
Evidence of financial position of company
(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 or she has made an audit or examination of the affairs of the company according to recognised audit practice is 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.
Penalty for carrying on business without registering a corporation and for improper use of words “Limited” and “Berhad”
405.—(1)If any person —
(a) 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
(b) in any way holds out that the business is incorporated under this Act,
that person shall, unless at that time the business was duly incorporated under this Act, 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.
Restriction on the use of word “Private” or “Sendirian”
(2)A company must not use the word “Private” or “Sendirian” or any abbreviation thereof as part of its name if it does not fulfil the requirements required by this Act to be fulfilled by private companies and every corporation and every officer of a corporation who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
Penalty for holding out business as registered foreign company
(3)If a person carrying on a business, the person’s agent or a person acting on the firstmentioned person’s behalf, in any way holds out that the business is registered as a foreign company under this Act when at the material time the business was not so registered, that person 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.
Frauds by officers
406.Every person who, while an officer of a company —
(a) has by deceitful or fraudulent or dishonest means or by means of any other fraud induced any person to give credit to the company;
(b) with intent to defraud creditors of the company, has made or caused to be made any gift or transfer of or charge on, or has caused or connived at the execution of any enforcement order against, the property of the company; or
(c) with intent to defraud creditors of the company, has concealed or removed any part of the property of the company since or within 2 months before the date of any unsatisfied judgment or order for payment of money obtained against the company,
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.
General penalty provisions
407.—(1)A person who —
(a) does that which under this Act the person is forbidden to do;
(b) does not do that which under this Act the person is required or directed to do; or
(c) otherwise contravenes or fails to comply with any provision of this Act,
shall be guilty of an offence.
(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.
(3)Every summons issued for an offence committed by an officer of a company or other person under this Act or any regulations may, despite anything in this Act, be served —
(a) by delivering it to that person;
(b) by delivering it to any adult person residing at that person’s last known place of abode or employed at that person’s last known place of business; or
(c) by forwarding it by registered post in a cover addressed to that person at the person’s last known place of abode or business or at any address furnished by the person.
(4)In proving service by registered post, it is sufficient to prove that the registered cover containing the summons was duly addressed and posted.
Default penalties
408.—(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 the person is so convicted or after the person 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.
(2)Where any offence is committed by a person by reason of the person’s failure to comply with any provision of this Act under which the person is required or directed to do anything within a particular period, that offence, for the purposes of subsection (1), is deemed to continue so long as the thing so required or directed to be done by the person remains undone, even though such period has elapsed.
(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 —
(a) is guilty of the offence; or
(b) authorises or permits the commission of the offence.
Proceedings how and when taken
409.—(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.
(2)
(3)Proceedings for any offence under this Act, other than an offence punishable with imprisonment for a term exceeding 6 months, may be prosecuted in a Magistrate’s Court and in the case of an offence punishable with imprisonment for a term of 6 months or more may be prosecuted in a District Court.
(4)
(5)
(6)
(7)Any punishment authorised by this Act may be imposed by a District Court, even though it is a greater punishment than that Court is otherwise empowered to impose.
(8)The Registrar and any officer authorised by the Registrar in writing has the right to appear and be heard before a Magistrate’s Court or a District Court in any proceedings for an offence under this Act.
Injunctions
409A.—(1)Where a person has engaged, is engaging or is proposing to engage in any conduct that constituted, constitutes or would constitute a contravention of this Act, the Court may, on the application of —
(a) the Registrar; or
(b) any person whose interests have been, are or would be affected by the conduct,
grant an injunction restraining the firstmentioned person from engaging in the conduct and, if in the opinion of the Court it is desirable to do so, requiring that person to do any act or thing.
(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 the person is required by this Act to do, the Court may, on the application of —
(a) the Registrar; or
(b) any person whose interests have been, are or would be affected by the refusal or failure to do that act or thing,
grant an injunction requiring the firstmentioned person to do that act or thing.
(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 mentioned in subsection (1) pending the determination of the application.
(4)The Court may rescind or vary an injunction granted under subsection (1), (2) or (3).
(5)Where an application is made to the Court for the grant of an injunction restraining a person from engaging in conduct of a particular kind, the power of the Court to grant the injunction may be exercised —
(a) if the Court is satisfied that the person has engaged in conduct of that kind — whether or not it appears to the Court that the person intends to engage again, or to continue to engage, in conduct of that kind; or
(b) if it appears to the Court that, in the event that an injunction is not granted, it is likely the person will engage in conduct of that kind — whether or not the person has previously engaged in conduct of that kind and whether or not there is an imminent danger of substantial damage to any person if the firstmentioned person engages in conduct of that kind.
(6)Where an application is made to the Court for a grant of an injunction requiring a person to do a particular act or thing, the power of the Court to grant the injunction may be exercised —
(a) if the Court is satisfied that the person has refused or failed to do that act or thing — whether or not it appears to the Court that the person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; or
(b) if it appears to the Court that, in the event that an injunction is not granted, it is likely the person will refuse or fail to do that act or thing — whether or not the person has previously refused or failed to do that act or thing and whether or not there is an imminent danger of substantial damage to any person if the firstmentioned person refuses or fails to do that act or thing.
(7)Where the Registrar makes an application to the Court for the grant of an injunction under this section, the Court must not require the Registrar or any other person, as a condition of granting an interim injunction, to give any undertakings as to damages.
(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.
Composition of offences
409B.—(1)The Registrar may, in his or her discretion, compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding the lower of the following:
(a) one half of the amount of the maximum fine that is prescribed for the offence;
(b) $5,000.
(2)The Registrar may, in his or her discretion, compound any offence under this Act (including an offence under a provision that has been repealed) which —
(a) was compoundable under this Act at the time the offence was committed; but
(b) has ceased to be so compoundable,
by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding the lower of the following:
(c) one half of the amount of the maximum fine that is prescribed for the offence at the time it was committed;
(d) $5,000.
(3)On payment of the sum of money referred to in subsection (1) or (2), no further proceedings may be taken against that person in respect of the offence.
(4)The Minister may prescribe the offences which may be compounded.
Division 3 — Miscellaneous
Appeal
409C.—(1)Any party aggrieved by an act or a decision of the Registrar under this Act may, within 28 days after the date of the act or decision, appeal to the Court against the act or decision.
(2)The Court may confirm the act or decision or give such directions in the matter as seem proper or otherwise determine the matter.
(3)This section does not apply to any act or decision of the Registrar —
(a) in respect of which any provision in the nature of an appeal or a review is expressly provided in this Act; or
(b) 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.
Rules
410.The Rules Committee constituted under section 80 of the Supreme Court of Judicature Act 1969 may, subject to and in accordance with the provisions of that law relating to the making of rules, make rules —
(a) with respect to proceedings and the practice and procedure of the Court under this Act;
(b) with respect to any matter or thing which is by this Act required or permitted to be prescribed by rules; and
(c) without limiting this section, with respect to Court fees and costs and with respect to rules as to meetings ordered by the Court.
Regulations
411.—(1)The Minister may make regulations for or with respect to —
(a) the duties and functions of the Registrar, Deputy Registrars, Assistant Registrars and other persons appointed to assist with the administration of this Act;
(b) regulating the use of virtual meeting technology for meetings held in the manner described in section 173J(2)(b) or (c), including —
(i) restricting or mandating the types of virtual meeting technology that may be used;
(ii) restricting the means by which voting may be carried out, or mandating how voting may be carried out, using virtual meeting technology;
(iii) imposing record keeping and auditing requirements in respect of the use of virtual meeting technology;
(iv) imposing requirements relating to the verification or authentication of the identities of persons attending meetings using virtual meeting technology; and
(v) mandating the notices and documents (including physical notices and documents) to be sent to persons attending or eligible to attend a meeting using virtual meeting technology;
(ba) all matters connected with or arising out of a compromise or an arrangement between a company and its creditors or any class of those creditors;
(c) the lodging or registration of documents and the time and manner of submission of documents for lodging or registration;
(d) prescribing forms for the purposes of this Act;
(e) prescribing the fees payable for the purposes of this Act, including but not limited to fees for —
(i) the lodgment or registration of any document required to be lodged or registered with the Registrar;
(ii) the issue of any document by the Registrar;
(iii) any act required to be performed by the Registrar; or
(iv) the inspection of any document mentioned in sub‑paragraphs (i) and (ii);
(ea) prescribing the fees payable in respect of any of the following required or permitted under any other Act:
(i) the lodgment or registration of any document with the Registrar;
(ii) the issue of any document by the Registrar;
(iii) the performance of any act by the Registrar;
(iv) the inspection of any document mentioned in sub‑paragraphs (i) and (ii);
(eb) prescribing the penalties payable for the late lodgment of any document;
(ec) prescribing the manner in which prescribed fees and penalties are to be paid;
(ed) the waiver, refund or remission, whether wholly or in part, of any fee or penalty chargeable under this Act;
(ee) prescribing all matters connected with or arising from the restrictions under this Act as to the reservation or registration of names of companies and foreign companies (including rules for determining when a name falls within those restrictions);
(f) prescribing times for the lodging of any documents with the Registrar; and
(g) 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.
(2)The regulations may provide that a contravention of a specified provision of the regulations shall be an offence.
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