Singapore Companies Act - Chapter 50 - Various Types of Companies

Singapore Companies Act

Singapore Companies ActSingapore Companies Act Singapore Companies Act

PART XI

VARIOUS TYPES OF COMPANIES, ETC.

Division 1 — Investment companies

Interpretation of this Division

355.  [Repealed by Act 8 of 2003]

Restriction on borrowing by investment companies

356.  [Repealed by Act 8 of 2003]

Restriction on investments of investment companies

357.  [Repealed by Act 8 of 2003]

Restriction on underwriting by investment companies

358.  [Repealed by Act 8 of 2003]

Special requirements as to articles and prospectus

359.  [Repealed by Act 8 of 2003]

Not to hold shares in other investment companies

360.  [Repealed by Act 8 of 2003]

Not to speculate in commodities

361.  [Repealed by Act 8 of 2003]

Balance-sheets and accounts

362.  [Repealed by Act 8 of 2003]

Investment fluctuation reserve

363.  [Repealed by Act 8 of 2003]

Penalties

364.  [Repealed by Act 8 of 2003]

Division 2 — Foreign companies

Foreign companies to which this Division applies

365.  This Division applies to a foreign company which, before it establishes a place of business or commences to carry on business in Singapore, complies with section 368 and is registered under this Division.

Interpretation of this Division

366.

—(1)  In this Division, unless the contrary intention appears —

“agent” means the person named in a memorandum of appointment or power of attorney lodged under section 368(1)(e) or 370(6) or under any corresponding previous written law;

“carrying on business” includes administering, managing or otherwise dealing with property situated in Singapore as an agent, legal personal representative, or trustee, whether by employees or agents or otherwise, and “to carry on business” has a corresponding meaning.

(2)  Notwithstanding subsection (1), a foreign company shall not 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; or

(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 (Cap. 186), under an arrangement approved by the Authority

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 shall have 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 shall, before it establishes a place of business or commences to carry on business in Singapore, lodge with the Registrar for registration —

(a) a certified copy of the certificate of its incorporation or registration in its place of incorporation or origin or a document of similar effect;

(b) a certified copy of its charter, statute or memorandum and articles or other instrument constituting or defining its constitution;

(c) 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 the directors, managers and secretaries of a company incorporated under this Act;

(d) where the list includes directors resident in Singapore who are members of the local board of directors, a memorandum duly executed by or on behalf of the foreign company stating the powers of the local directors;

(e) a memorandum of appointment or power of attorney under the seal of the foreign company or executed on its behalf in such manner as to be binding on the company and, in either case, verified in the prescribed manner, stating the names and addresses of 2 or more natural persons resident in Singapore authorised to accept on its behalf service of process and any notices required to be served on the company; and

(f) 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, (g) [Deleted by Act 12 of 2002]

and on payment of the appropriate fees and subject to this Act the Registrar shall register the company under this Division by registration of the documents.

(2)  Where a memorandum of appointment or power of attorney lodged with the Registrar in pursuance of subsection (1)(e) 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, shall be lodged with the Registrar and the copy shall for all purposes be regarded as an original.

(3)  Subsection (1) shall apply to a foreign company which was not registered under the repealed written laws but which, immediately before 29th 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.

Power to refuse registration of a foreign company in certain circumstances

369.

—(1)  Notwithstanding anything in this Act or any rule of law, the Registrar shall refuse to register a company under this Division if he 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 is acting or likely to act against the national security or interest.

(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 shall be final.

As to registered office and agents of foreign companies

370.

—(1)  A foreign company shall have a registered office in Singapore to which all communications and notices may be addressed and which shall 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 agent, until he ceases to be such in accordance with subsection (4), shall —

(a) continue to be the agent of the company;

(b) be 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) be personally liable to all penalties imposed on the company for any contravention of any of the provisions of this Act unless he satisfies the court hearing the matter that he should be not so liable.

(3)  A foreign company or its agent may lodge with the Registrar a notice in the prescribed form stating that the agent has ceased to be the agent or will cease to be the agent on a date specified in the notice.

(4)  The agent in respect of whom the notice has been lodged shall cease to be an agent on the expiration of a period of 21 days after the date of lodgment of the notice or on the date of the appointment of another agent the memorandum of whose appointment has been lodged in accordance with subsection (5), whichever is the earlier, but if the notice states a date on which he is to so cease and the date is later than the expiration of that period, on that date.

(5)  Where an agent ceases to be an agent and if as a result the company is left with only one agent in Singapore, it shall, within 21 days after the agent ceases to be such, appoint another agent.

(6)  On the appointment of a new agent the company shall lodge a memorandum of the appointment or power of attorney in accordance with section 368(1) and, if not already lodged in pursuance of section 368(2), a copy of the deed or document or power of attorney, referred to in section 368(2), verified in accordance with that subsection

Transitory provisions

371.

—(1)  On the registration of a foreign company under this Division, the Registrar shall issue a notice in the prescribed form and the notice shall be 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 shall issue to the foreign company a certificate, under his hand and seal, confirming the particulars mentioned in the notice, and the certificate shall be 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, memorandum or articles of the foreign company or other instrument lodged with the Registrar;

(b) the directors of the foreign company;

(c) the agent or agents of the foreign company;

(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; or

(g) the powers of any directors resident in Singapore who are members of the local board of directors of the foreign company, the foreign company shall, within one month 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)  Any agent of a foreign company who has changed his residential address shall —

(a) notify the foreign company of the change; and

(b) subject to subsection (1B), lodge with the Registrar a notice in the prescribed form notifying the Registrar of his new residential address

(1B)  Where any agent of a foreign company has made a report of a change of his residential address under section 8 of the National Registration Act (Cap. 201), he shall be deemed to have notified the Registrar of the change in compliance with subsection (1A)(b)

(1C)  If default is made by any agent of a foreign company in complying with subsection (1A), he 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)  If a foreign company increases its authorised share capital it shall within one month or within such further period as the Registrar in special circumstances allows after such increase lodge with the Registrar notice of the amount from which and of the amount to which it has been so increased.

(3)  If a foreign company not having a share capital changes the number of its members so that it is different from the registered number, the company shall, within one month or within such further period as the Registrar in special circumstances allows after the date on which the change was resolved or took place, lodge with the Registrar notice of the change in the prescribed form

(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, the company shall, within one month 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

Balance-sheets

373.

—(1)  Subject to this section, a foreign company shall, within 2 months of its annual general meeting, lodge with the Registrar a copy of its balance-sheet made up to the end of its last financial year in such form and containing such particulars and accompanied by copies of such documents as the company is required to annex, attach or send with its balance-sheet by the law for the time being applicable to that company in the place of its incorporation or origin, together with a declaration in the prescribed form verifying that the copies are true copies of the documents so required.

(2)  The Registrar may, if he is of the opinion that the balance-sheet and other documents referred to in subsection (1) do not sufficiently disclose the company’s financial position, require the company to lodge a balance-sheet within such period, in such form and containing such particulars and to annex thereto such documents as the Registrar by notice in writing to the company requires, but this subsection does not authorise the Registrar to require a balance-sheet to contain any particulars or 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.

(3)  The company shall comply with the requirements set out in the notice.

(4)  Where a foreign company is not required by the law of the place of its incorporation or origin to hold an annual general meeting and prepare a balance-sheet the company shall prepare and lodge with the Registrar a balance-sheet within such period, in such form and containing such particulars and to annex thereto such documents as the directors of the company would have been required to prepare or obtain if the company were a public company incorporated under this Act.

(5)  In addition to the balance-sheet and other documents required to be lodged with the Registrar by subsections (1) to (4), a foreign company shall lodge with the Registrar with such balance-sheet and other documents 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 and a duly audited profit and loss account which, in so far 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:

Provided that —

(a) the company shall be 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 operation in Singapore; and

(b) the Registrar may waive compliance with this subsection in relation to any foreign company if he is satisfied that —

(i) it is impractical to comply with this subsection having regard to the nature of the company’s operations in Singapore;

(ii) it would be of no real value having regard to the amount involved;

(iii) it would involve expense unduly out of proportion to its value; or

(iv) it would be misleading or harmful to the business of the company or to any company which is deemed by virtue of section 6 to be related to the company.

(6)  A statement and profit and loss account shall be deemed to have been duly audited for the purposes of subsection (5) if it is accompanied by a report by a public accountant appointed to provide auditing services in respect of the company’s operations in Singapore which complies, in so far as is practicable, with section 207.

(7)  Without prejudice to the powers of the Registrar under paragraph (b) of the proviso to subsection (5), a foreign company may apply to the Registrar in writing for an order relieving the foreign company from any requirement of this section relating to the form and content of accounts or reports and the Registrar may make such an order either unconditionally or on condition that the foreign company complies with such other requirements relating to the form and content of the accounts or reports as the Registrar thinks fit to impose.

(8)  The Registrar shall not make an order under subsection (7) unless he is of the opinion that compliance with the requirements of this section would render the accounts or reports misleading or inappropriate to the circumstances of the foreign company or would impose unreasonable burdens on the foreign company.

(9)  The Registrar may make an order under subsection (7) which may be limited to a specific period and may from time to time revoke or suspend the operation of any such order.

(10)  Without prejudice to paragraph (b) of the proviso to subsection (5) and subsection (7), the Minister may, by order published in the Gazette, in respect of foreign companies of a specified class or description, substitute other accounting standards for the Accounting Standards, and the provisions of this section shall apply accordingly in respect of such foreign companies

As to fee payable on registration of foreign company because of establishment of a share register in Singapore

374.  [Repealed by Act 12 of 2002]

Obligation to state name of foreign company, whether limited, and country where incorporated

375.

—(1)  A foreign company shall —

(a) conspicuously exhibit outside its registered office and every place of business established by it in Singapore in romanised letters its name and the place where it is formed or incorporated;

(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 the outside of its registered office or any place of business established by it in Singapore or 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 exhibition or statement of its name shall be deemed not to have been complied with unless the name of the company is exhibited outside such office or place of business or stated on such document in romanised letters not smaller than any of the characters so exhibited or stated on the relevant office, place of business or document

Service of document

376.  Any document required to be served on a foreign company shall be 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 agent of the company and left at or sent by post to his 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.

[UK, 1948, s. 412; Aust., 1961, s. 351]

Cesser of business in Singapore

377.

—(1)  If a foreign company ceases to have a place of business or to carry on business in Singapore, it shall, within 7 days after so ceasing, lodge with the Registrar notice of that fact, and as from the day on which the notice is so lodged its obligation to lodge any document (not being a document that ought to have been lodged before that day) with the Registrar shall cease, and the Registrar shall upon the expiration of 12 months after the lodging of the notice remove the name of that foreign company from the register.

(2)  If a foreign company goes into liquidation or is dissolved in its place of incorporation or origin —

(a) each person who immediately prior to the commencement of the liquidation proceedings was an agent shall, within one month after the commencement of the liquidation or the dissolution or 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; and

(b) the liquidator shall, until a liquidator for Singapore is duly appointed by the Court, have the powers and functions of a liquidator for Singapore.

(3)  A liquidator of a foreign company appointed for Singapore by the Court or a person exercising the powers and functions of such a liquidator —

(a) shall, before any distribution of the foreign company’s assets is made, by advertisement in a newspaper circulating generally in each country where the foreign company had been carrying on business prior to the liquidation if no liquidator has been appointed for that place, invite all creditors to make their claims against the foreign company within a reasonable time prior to the distribution;

(b) subject to subsection (7), shall not, without obtaining an order of the Court, pay out any creditor to the exclusion of any other creditor of the foreign company; and

(c) shall, unless otherwise ordered by the Court, only recover and realise the assets of the foreign company in Singapore and shall, subject to paragraph (b) and subsection (7), pay the net amount so recovered and realised to the liquidator of that foreign company for the place where it was formed or incorporated after paying any debts and satisfying any liabilities incurred in Singapore by the foreign company.

(4)  Where a foreign company has been wound up so far as its assets in Singapore are concerned and there is no liquidator for the place of its incorporation or origin, the liquidator may apply to the Court for directions as to the disposal of the net amount recovered in pursuance of subsection (3).

(5)  On receipt of a notice from an agent that the company has been dissolved, the Registrar shall remove the name of the company from the register.

(6)  Where the Registrar has reasonable cause to believe that a foreign company has ceased to carry on business or to have a place of business in Singapore, the provisions of this Act relating to the striking off the register of the names of defunct companies shall with such adaptations as are necessary extend and apply accordingly.

(7)  Section 328 shall apply to a foreign company wound up or dissolved pursuant to this section as if for references to a company there were substituted references to a foreign company.

(8)  Where the Registrar is satisfied that a foreign 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, he shall strike the name of the foreign company off the register and it shall thereupon cease to be registered as a foreign company under this Division.

(9)  Any person aggrieved by the decision of the Registrar under subsection (8) may, within 30 days of the date of the decision, appeal to the Minister whose decision shall be final

[UK, 1948, s. 413 (2); Aust., 1961, s. 352]

Restriction on use of certain names

378.

—(1)  Except with the consent of the Minister, a foreign company shall not be registered by a name that, in the opinion of the Registrar, is undesirable or is a name, or a name of a kind, that the Minister has directed the Registrar not to accept for registration.

(2)  Except with the consent of the Minister, any change in the name of a foreign company shall not be registered if in the opinion of the Registrar the new name of the company is undesirable or is a name, or a name of a kind, that the Minister has directed the Registrar not to accept for registration, notwithstanding that particulars of the change have been lodged in accordance with section 372.

(3)  No foreign company to which this Division applies shall use in Singapore any name other than that under which it is registered under this Division.

(4)  If default is made in complying with subsection (3), the foreign company, every officer of the company who is in default and every agent 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 $2,000 and also to a default penalty

[Aust., 1961, s. 353]

Branch register

379.

—(1)  Subject to this section, a foreign company which has a share capital and has any member who is resident in Singapore shall keep at its registered office in Singapore or at some other place in Singapore a branch register for the purpose of registering shares of members resident in Singapore who apply to have the shares registered therein.

(2)  The company shall not be obliged to keep a branch register pursuant to subsection (1) until after the expiration of 2 months from the receipt by it of an application in writing by a member resident in Singapore for registration in its branch register in Singapore of the shares held by the member.

(3)  If default is made in complying with subsection (1), the foreign company, every officer of the company who is in default and every agent 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.

(4)  This section shall not apply to any foreign company which by its constitution prohibits any invitation to the public to subscribe for shares in the company.

(5)  Every such register shall be kept in the manner provided by Division 4 of Part V as though the register were the register of a company and transfers shall be effected on such register in the same manner and at the same charges as on the principal register of the company and transfers lodged at its registered office in Singapore shall be binding on the company and the Court shall have the same powers in relation to rectification of the register as it has in respect of the register of a company incorporated in Singapore.

(6)  Where a foreign company opens a branch register in Singapore, it shall within 14 days after the opening thereof lodge with the Registrar notice of that fact specifying the address where the register is kept.

(7)  Where any change is made in the place where the register is kept or where the register is discontinued, the company shall within 14 days of the change or discontinuance lodge notice of the change or discontinuance with the Registrar.

(8)  Where a company or corporation is entitled pursuant to a law of the place of incorporation of a foreign company corresponding with section 215 to give notice to a dissenting shareholder in that foreign company that it desires to acquire any of his shares registered on a branch register kept in Singapore, this section shall cease to apply to that foreign company until —

(a) the shares have been acquired; or

(b) that company or corporation has ceased to be entitled to acquire the shares.

Registration of shares in branch register

380.  Subject to this Act, on application in that behalf by a member resident in Singapore the foreign company shall register in a branch register of the company the shares held by a member which are registered in any other register kept by the company

Removal of shares from branch register

381.  Subject to this Act, on application in that behalf by a member holding shares registered in a branch register, the foreign company shall remove the shares from the branch register and register them in such other register within Singapore as is specified in the application

[Aust., 1961, s. 356]

Index of members, inspection and closing of branch registers

382.  Sections 190, 191 and 192 shall, with such adaptations as are necessary, apply respectively to the index of persons holding shares in a branch register and to the inspection and the closing of the register

[Aust., 1961, s. 357]

Application of provisions of this Act relating to transfer

383.  Sections 126, 127, 128(1), 130(1) and (3) and 194 shall apply with necessary adaptations with respect to the transfer of shares on and the rectification of the branch register of a foreign company

[Aust., 1961, s. 358]

Branch register to be prima facie evidence

384.  A branch register shall be prima facie evidence of any matters by this Division directed or authorised to be inserted therein

[Aust., 1961, s. 359]

Certificate as to shareholding

385.  A certificate under the seal of a foreign company specifying any shares held by any member of that company and registered in the branch register shall be prima facie evidence of the title of the member to the shares and the registration of the shares in the branch register

[Aust., 1961, s. 360]

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 agent 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

[Aust., 1961, s. 361]

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