Singapore Companies Act - Chapter 50 - General

Singapore Companies Act

Singapore Companies Act Singapore Companies ActSingapore Companies Act

PART XII

GENERAL

Division 1 — Enforcement of this Act

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

[UK, 1948, s. 437; Aust., 1961, s. 362]

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 memorandum or articles 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 shall also be 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 him 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 him 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 shall be 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) shall specify such matters or information as may be required for a notice of that type under any other provision of this Act or the memorandum or articles of that company.

(5)  Nothing in subsection (2) shall invalidate 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, notwithstanding any provision to the contrary in its memorandum or articles, 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 him; and

(b) the company has no reason to believe that that notice or document sent to the person at that address will not reach him.

[UK, 1985, s. 369]

Electronic transmission of documents

387B.

—(1)  Where any accounts, balance-sheet, report or other document is required or permitted to be given, sent or served under this Act or under the memorandum or articles 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 given, sent or served using electronic communications to the current address of that person.

(2)  For the purposes of this section, a document shall also be treated as given or sent to, or served on a person where —

(a) the company and that person have agreed in writing to his having access to documents on a website (instead of their being sent to him);

(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 him 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 memorandum or articles of the company requires any document to be given or sent to, or served on a person not less than a specified number of days before a meeting, that document, if treated in accordance with subsection (2) as given or sent to, or served on any person, shall be treated as given or sent to, or served on 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) shall invalidate 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, notwithstanding any provision to the contrary in its articles, take advantage of subsection (1), (2), (3) or (4)

[UK, 1985, s. 238]

Security for costs

388.

—(1)  Where a corporation is plaintiff 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 his 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 shall be borne by such party to the proceeding as the court may, in its discretion, direct

[UK, 1948, s. 447; Aust., 1961, s. 363]

As to rights of witnesses to legal representation

389.  Any person summoned for examination under Part IX or under section 285 or 286 may, at his own cost, employ a solicitor who shall be at liberty to put to him such questions as the inspector, Court or District Judge considers just for the purpose of enabling him to explain or qualify any answers given by him

[UK, 1948, s. 270 (6); Aust., 1961, s. 249 (5)]

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 shall sell or dispose of any shares so received in such manner and at such time as he thinks fit and shall deal with proceeds of the sale or disposal as if they were moneys paid to him pursuant to section 322

[Aust., 1961, s. 364]

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 he is or may be liable in respect thereof but that he has acted honestly and reasonably and that, having regard to all the circumstances of the case including those connected with his appointment, he ought fairly to be excused for the negligence, default or breach the court may relieve him either wholly or partly from his liability on such terms as the court thinks fit.

(1A)  For the avoidance of doubt and without prejudice to the generality of 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 him in respect of any negligence, default, breach of duty or breach of trust he may apply to the Court for relief, and the Court shall have the same power to relieve him as under this section it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

(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.

[UK, 1948, s. 448; UK, 1985, s. 727; Aust., 1961, s. 365]

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.

(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 the generality of any other provision of this Act, the Court may, on application by any interested person, make all or any of the following orders, either unconditionally or subject to such conditions as the Court imposes:

(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) notwithstanding that the contravention or failure referred to in the paragraph concerned resulted in the commission of an offence.

(6)  The Court shall not make an order under this section unless it is satisfied —

(a) in the case of an order referred to in subsection (4)(a) —

(i) that the act, matter or thing, or the proceeding, referred to 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 referred to 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.

[Aust., 1961, s. 366]

Privileged communications

393.  No inspector appointed under this Act shall require disclosure by a solicitor of any privileged communication made to him in that capacity, except as respects the name and address of his client

[UK, 1948, s. 175; Aust., 1961, s. 367]

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 shall lie against any order or decision of a judge on or in relation to an application under this section

[UK, 1948, s. 441; Aust., 1961, s. 368]

Form of registers, etc.

395.

—(1)  For the purposes of this Act, any register, index, minute book or book of account may be kept either by making entries in a bound book or by recording the matters in question in any other permanent manner.

(2)  Where any register, index, minute book or book of account required by this Act to be kept is not kept by making entries in a bound book, but by some other means —

(a) reasonable precautions shall be taken for guarding against falsification and for facilitating the discovery of any falsification; and

(b) proper facilities shall be provided to enable the register, index, minute book or book of account 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 be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.

[UK, 1948, s. 436; Aust., 1961, s. 369]

Inspection of registers, etc.

396.

—(1)  Any register, minute book or document of a corporation which is by this Act required to be available for inspection shall, 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 corporation is accessible to the public.

(2)  Any person permitted by this Act to inspect any register, minute book or document of a corporation may make copies of or take extracts from it and any officer of the corporation who fails to allow any person so permitted to make a copy of or take extracts from the register, minute book or document, as the case may be, shall be guilty of an offence

[Aust., 1961, s. 370]

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 shall 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 shall keep at its registered office in Singapore a certified translation thereof in the English language.

(3)  Where any accounts, 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 shall cause a true translation of such accounts, minute books and other records to be made from time to time at intervals of not more than 7 days and shall cause such translations to be kept with the original accounts, minute books and other records for so long as the original accounts, minute books and other records are required by this Act to be kept

[Aust., 1961, s. 371]

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 13th January 2003, a notice of incorporation issued by the Registrar under this Act, and a certificate of confirmation of incorporation under the hand and seal of the Registrar issued under this Act, shall each be 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

[UK, 1948, s. 15; Aust., 1961, s. 372]

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 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 shall be deemed to have the same status, powers and duties as he had at the time the act, matter or thing should have been done

[Aust., 1961, s. 373]

Division 2 — Offences

Restriction on offering shares, debentures, etc., for subscription or purchase

400.  [Repealed by S 236/2002]

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 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 accession 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

[62/70; 15/84; 5/2004]

(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 referred to in that subsection he shall be deemed to have authorised the making of that statement

[UK, 1948, s. 438; Aust., 1961, s. 375]

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.

[62/70; 49/73; 15/84; 42/2001]

(2)  In subsection (1), “officer” includes a person who at any time has been an officer of the corporation

[Aust., 1961, s. 375A]

Dividends payable from profits only

403.

—(1)  No dividend shall be 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 shall not be payable as dividends to the shareholders of the company.

(1B)  Subsection (1A) shall 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 shall not be payable as dividends to the shareholders of the company.

(2)  Every director or manager 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

[15/84; 21/2005]

(3)  If the whole amount is recovered from one director or from the manager he 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 shall on the death of such person extend or pass to his executors or administrators nor shall the estate of any such person after his decease be made liable under this section.

(5)  In this section, “dividend” includes bonus and payment by way of bonus

[Aust., 1961, s. 376]

Fraudulently inducing persons to invest money

Conspiracy

404. —(1)  [Deleted by Act 42 of 2001]

(2)  [Deleted by Act 42 of 2001]

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 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 has made an audit or examination of the affairs of the company according to recognised audit practice shall be admissible either for the prosecution or for the defence as evidence of the financial position of the company at that time or during that period, notwithstanding that the opinion is based in whole or in part on book-entries, documents or vouchers or on written or verbal statements by other persons.

Penalty for carrying on business without registering a corporation and for improper use of words “Limited” and “Berhad”

405.

—(1)  If any person uses any name or title or trades or carries on business under any name or title of which “Limited”, “Berhad”, “Company”, “Corporation” or “Incorporated” or any abbreviation, imitation or translation of any of those words is the final word, or in any way holds out that the business is registered or incorporated that person shall, unless at that time the business was duly incorporated under this Act or registered under the Limited Liability Partnerships Act 2005 (Act 5 of 2005) or the Business Registration Act (Cap. 32), 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

[15/84; 13/87; 5/2005]

Restriction on the use of word “Private” or “Sendirian”

(2)  A company shall 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.

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 levying of any execution 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.

[UK, 1948, s. 330; Aust., 1961, s. 302]

General penalty provisions

407.

—(1)  A person who —

(a) does that which under this Act he is forbidden to do;

(b) does not do that which under this Act he 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, notwithstanding anything in this Act, be served —

(a) by delivering it to him;

(b) by delivering it to any adult person residing at his last known place of abode or employed at his last known place of business; or

(c) by forwarding it by registered post in a cover addressed to him at his last known place of abode or business or at any address furnished by him.

(4)  In proving service by registered post, it shall be sufficient to prove that the registered cover containing the summons was duly addressed and posted

[Aust., 1961, s. 379]

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 409(4) or (5) 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 he is so convicted or after he 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 his failure to comply with any provision of this Act under which he is required or directed to do anything within a particular period, that offence, for the purposes of subsection (1), shall be deemed to continue so long as the thing so required or directed to be done by him remains undone, notwithstanding that 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.

[UK, 1948, s. 440; Aust., 1961, s. 380]

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

[15/2010 wef 02/01/2011]

(2)  [Deleted by Act 36 of 2000]

(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)  The Registrar may, without instituting proceedings against any person for any offence under this Act or any subsidiary legislation made thereunder which is punishable only by a fine or a fine and a default penalty, demand and receive the amount of such fine or default penalty or such reduced amount as he thinks fit from that person, whereupon —

(a) if that person pays the amount to the Registrar within 14 days after the demand, no proceedings shall be taken against him in relation to the offence; or

(b) if that person does not so pay the amount so demanded, the Registrar may cause proceedings to be instituted in relation to the offence

[36/2000]

(5)  The powers conferred upon the Registrar under subsection (4) in relation to offences under this Act that are punishable by a fine or a fine and default penalty shall extend to an offence committed under section 201(1) even though such offence is punishable under section 204 by a fine or imprisonment.

(6)  The power of the Registrar referred to in subsection (4) shall only be exercised where the person agrees, either by himself or an agent duly authorised by him, to the offence being dealt with under that subsection.

(7)  Any punishment authorised by this Act may be imposed by a District Court, notwithstanding that it is a greater punishment than that Court is otherwise empowered to impose.

(8)  The Registrar and any officer authorised by him in writing shall have 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

[UK, 1948, ss. 442, 445; Aust., 1961, s. 381]

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 first-mentioned 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 he 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 first-mentioned 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 referred to 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 first-mentioned 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 first-mentioned 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 shall 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.

Investigations by Commercial Affairs Department

409B.  [Repealed by Act 39 of 1999]

Division 3 — Miscellaneous

Rules

410.  The Rules Committee constituted under any law for the time being in force relating to the courts 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;

(c) without limiting the generality of this section, with respect to Court fees and costs and with respect to rules as to meetings ordered by the Court; and

(d) generally with respect to the winding up of companies.

Regulations

411.  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) all matters connected with or arising out of the judicial management of a company by a judicial manager including the appointment of the judicial manager;

(ba) [Deleted by Act 42 of 2001]

(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 fees, not in any case exceeding $50, to be paid to the Registrar in respect of matters or things not provided for in the Second Schedule in respect of any document required to be lodged, filed, registered with or issued by the Registrar under this or any other Act or for any act required to be performed by the Registrar or for the inspection of any such document;

(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.

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