Singapore Companies Act - Chapter 50 - Administration of this Act

Singapore Companies Act Singapore Companies Act Singapore Companies Act Singapore Companies Act

PART II

ADMINISTRATION OF THIS ACT

Administration of Act and appointment of Registrar of Companies, etc.

8.

—(1)  The Authority shall be responsible for the administration of this Act, subject to the general or special directions of the Minister

[3/2004]

(1A)  The Minister may, after consultation with the Authority —

(a) appoint an officer of the Authority to be the Registrar of Companies; and

(b) from among the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Companies as he considers necessary, for the proper administration of this Act.

[3/2004]

(1B)  The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of his powers, functions or duties under this Act, and the Registrar shall give effect to such directions

[3/2004]

(2)  Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything by this Act appointed or authorised or required to be done or signed by the Registrar may be done or signed by any such Deputy or Assistant Registrar and shall be as valid and effectual as if done or signed by the Registrar.

(3)  No person dealing with any Deputy or Assistant Registrar shall be concerned to see or inquire whether any restrictions or limitations have been prescribed, and every act or omission of a Deputy or Assistant Registrar so far as it affects any such person shall be as valid and effectual as if done or omitted by the Registrar.

Certain signatures to be judicially noticed

(4)  All courts, judges and persons acting judicially shall take judicial notice of the seal and signature of the Registrar and of any Deputy or Assistant Registrar.

Fees

(5)  There shall be paid to the Registrar —

(a) the fees specified in the Second Schedule; and

(b) such other fees as are prescribed.

(6)  The Minister may by notification in the Gazette add to, vary or amend the fees specified in the Second Schedule.

(6A)  All fees collected by the Registrar under this Act shall be paid into the funds of the Authority

[3/2004]

(7)  The Minister may by notification in the Gazette add to, vary or amend the Eighth Schedule in relation to the contents of the annual return of a company having a share capital

[Aust., 1961, s. 7]

Inspection of books of corporation

8A.

—(1)  Where the Minister is satisfied that there is good reason for so doing, he may at any time —

(a) give directions to a corporation requiring that corporation at such place and time as may be specified in the directions to produce such books relating to the affairs of a corporation as may be so specified; or

(b) authorise any person (referred to in this section and section 8B as an authorised person), on producing (if required to do so) evidence of his authority to require that corporation to produce to him any books relating to the affairs of a corporation which the authorised person may specify.

(2)  Where by virtue of subsection (1) the Minister or an authorised person has power to require the production of any books from a corporation relating to the affairs of a corporation, the Minister or that authorised person shall have the like power to require production of those books from any person who appears to the Minister or authorised person to be in possession of them; but where any such person claims a lien on any books produced by him, the production shall be without prejudice to the lien.

(3)  Any power conferred by this section to require a corporation or other person to produce books relating to the affairs of a corporation shall include power —

(a) if the books are produced —

(i) to make copies of, or take extracts from, them; and

(ii) to require that person who is a present or past officer of, or who is or was at any time employed by the corporation to provide an explanation of any of them; and

(b) if the books are not produced, to require the person required to produce them to state to the best of his knowledge and belief, where they are.

(4)  A statement made by a person in compliance with a requirement imposed by this section may be used in evidence against him.

(5)  A power conferred by this section to make a requirement of a person extends, if the person is a body corporate, including a body corporate that is in the course of being wound up, or was a body corporate, being a body corporate that has been dissolved, to making that requirement of any person who is or has been an officer of the body corporate.

(6)  If a requirement to produce books relating to the affairs of a corporation or provide an explanation or make a statement which is imposed by virtue of this section is not complied with, the corporation or other person on whom the requirement was imposed shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both.

(7)  Where a person is charged with an offence under subsection (6) in respect of a requirement to produce any books relating to the affairs of a corporation, it shall be a defence to prove that they were not in his possession or under his control or that it was not reasonably practicable for him to comply with the requirement.

(8)  A person, who in purported compliance with a requirement imposed by the section to provide an explanation or a statement which he knows to be false or misleading in a material particular or recklessly provides or makes an explanation or a statement which is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years or to both.

Power of Magistrate to issue warrant to seize books

8B.

—(1)  If a Magistrate is satisfied, on information on oath or affirmation laid by an authorised person, that there are reasonable grounds for suspecting that there are on any premises any books of which production has been required by virtue of section 8A and which have not been produced in compliance with that requirement, the Magistrate may issue a warrant authorising any police officer, together with any other persons named in the warrant, to enter the premises specified in the information (using such force as is reasonably necessary for the purpose) and to search the premises and take possession of any books appearing to be such books or papers as are referred to in this subsection, or to take, in relation to any books so appearing, any other steps which may appear necessary for preserving them and preventing interference with them and to deliver any books, possession of which is so taken, to an authorised person.

(2)  Every warrant issued under this section shall continue in force until the end of the period of one month after the date on which it was issued.

(3)  Where under this section a person takes possession of, or secures against interference, any books, and a person has a lien on the books, the taking of possession of the books or the securing of the books against interference does not prejudice the lien.

(4)  Where, under this section, a person takes possession of, or secures against interference, any books, that person or any authorised person to whose possession the books were delivered —

(a) may make copies of, or take extracts from, the books;

(b) may require any person who was party to the compilation of the books to make a statement providing any explanation that that person is able to provide as to any matter relating to the compilation of the books or as to any matter to which the books relate;

(c) may retain possession of the books for such period as is necessary to enable the books to be inspected, and copies of, or extracts from, the books to be made or taken, by or on behalf of the Minister; and

(d) during that period shall permit a person who would be entitled to inspect any one or more of those books if they were not in the possession of the first-mentioned person to inspect at all reasonable times such of those books as that person would be so entitled to inspect.

(5)  A person who obstructs the exercise of a right of entry or search conferred by virtue of a warrant issued under this section, or who obstructs the exercise of a right so conferred to take possession of any books, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both.

(6)  The powers conferred by this section are in addition to, and not in derogation of, any other power conferred by law.

Copies of or extracts from books to be admitted in evidence

8C.

—(1)  Subject to this section, in any legal proceedings, whether proceedings under this Act or otherwise, a copy of or extract from a book relating to the affairs of a corporation is admissible in evidence as if it were the original book or the relevant part of the original book.

(2)  A copy of or extract from a book is not admissible in evidence under subsection (1) unless it is proved that the copy or extract is a true copy of the book or of the relevant part of the book.

(3)  For the purposes of subsection (2), evidence that a copy of or extract from a book is a true copy of the book or of a part of the book may be given by a person who has compared the copy or extract with the book or the relevant part of the book and may be given either orally or by an affidavit sworn, or by a declaration made, before a person authorised to take affidavits or statutory declarations.

Destruction, mutilation, etc., of company documents

8D.

—(1)  An officer of a corporation to which section 8A(1) applies, who destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting or relating to the property or affairs of the corporation, or makes or is privy to the making of a false entry in such a document, shall, unless he proves that he had no intention to conceal the affairs of the corporation or to defeat the law, be guilty of an offence.

(2)  A person to whom subsection (1) applies who fraudulently either parts with, alters or makes an omission in any such document, or who is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, shall be guilty of an offence.

(3)  A person guilty of an offence under this section 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.

(4)  In this section, “officer of a corporation” includes a person who —

(a) was at any time an officer of the corporation; or

(b) has, or had, a financial or other interest in the affairs of the corporation.

Saving for advocates and solicitors

8E.  Nothing in sections 8A and 8B shall compel the production by an advocate and solicitor of a document containing a privileged communication made by or to him in that capacity or authorise the taking of possession of any such document which is in his possession but if the advocate and solicitor refuses to produce the document he shall nevertheless be obliged to give the name and address (if he knows them) of the person to whom or by or on behalf of whom the communication was made.

Investigation of certain matters

8F.  Without prejudice to the powers conferred upon the Minister under section 8A, where the Minister has reason to suspect that a person has committed an offence under this Act, he may make such investigation as he thinks expedient for the due administration of this Act.

Savings for banks, insurance companies and certain financial institutions

8G.  Nothing in section 8A shall authorise the Minister to call for the production of books of a banking corporation or of any company carrying on insurance business or of any financial institution that is subject to control by the Monetary Authority of Singapore under sections 27 and 28 of the Monetary Authority of Singapore Act (Cap. 186) and nothing in section 8F shall authorise the Minister to conduct an investigation into any such corporation, company or financial institution.

Security of information

8H.

—(1)  No information or document relating to the affairs of a corporation which has been obtained under section 8A or 8B shall, without the previous consent in writing of that corporation, be published or disclosed, except to the Minister, the Registrar of Companies and their officers or to an inspector appointed under Part IX, unless the publication or disclosure is required —

(a) with a view to the institution of or otherwise for the purposes of, any criminal proceedings pursuant to, or arising out of this Act or any criminal proceedings for an offence entailing misconduct in connection with the management of the corporation’s affairs or misapplication or wrongful retention of its property;

(b) for the purpose of complying with any requirement or exercising any power imposed or conferred by this Act in connection with reports made by inspectors appointed under Part IX;

(c) with a view to the institution by the Minister of proceedings for the winding up of companies under this Act of the corporation; or

(d) for the purpose of proceedings under section 8A or 8B.

(2)  A person who publishes or discloses any information or document in contravention of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.

Approved liquidators

9.

—(1)  The Minister may, by order published in the Gazette, declare that persons within a specified class of persons shall be approved liquidators for the purposes of this Act.

(2)  Any person who does not fall within a class of persons declared under subsection (1) may apply to the Minister to be approved as a liquidator for the purposes of this Act, and the Minister, if satisfied as to the experience and capacity of the applicant, may, on payment of the fee set out in the Second Schedule, approve such person as a liquidator for the purposes of this Act.

(3)  Any approval granted by the Minister under subsection (2) may be made subject to such limitations or conditions as he thinks fit and may be revoked at any time by him by the service of a written notice of revocation on the approved person.

(4)  Every approval under subsection (2) including a renewal of approval of a liquidator shall remain in force until 31st March in the third year following the year in which the approval was granted unless sooner revoked by the Minister.

(5)  The Minister may delegate his power under subsection (2) to any person charged with the responsibility for the registration or control of accountants in Singapore.

(6)  Any person who is dissatisfied with the decision of any person to whom the Minister has delegated his power under subsection (2) may appeal to the Minister who may in his discretion confirm, reverse or vary such decision.

Company auditors

10.

—(1)  A person shall not knowingly consent to be appointed, and shall not knowingly act, as auditor for any company and shall not prepare, for or on behalf of a company, any report required by this Act to be prepared by an auditor of the company —

(a) if he is not a public accountant;

(b) if he is indebted to the company or to a corporation that is deemed to be related to that company by virtue of section 6 in an amount exceeding $2,500;

(c) if he is —

(i) an officer of the company;

(ii) a partner, employer or employee of an officer of the company; or

(iii) a partner or employee of an employee of an officer of the company; or

(d) if he is responsible for or if he is the partner, employer or employee of a person responsible for the keeping of the register of members or the register of holders of debentures of the company.

(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.

(3)  For the purposes of subsection (1), a person shall be deemed to be an officer of a company if he is an officer of a corporation that is deemed to be related to the company by virtue of section 6 or except where the Minister, if he thinks fit in the circumstances of the case, directs otherwise, if he has, at any time within the preceding period of 12 months been an officer or promoter of the company or of such a corporation.

(4)  For the purposes of this section, a person shall not be deemed to be an officer by reason only of his having been appointed as auditor of a corporation.

(5)  An accounting firm shall not knowingly consent to be appointed, and shall not knowingly act, as auditor for any company and shall not prepare, for or on behalf of a company, any report required by this Act to be prepared by an auditor of the company if any partner of the firm (whether or not he is a public accountant) is a person described in subsection (1)(b), (c) or (d).

(6)  If an accounting firm contravenes subsection (5), every partner of the firm shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.

(7)  An accounting corporation shall not knowingly consent to be appointed, and shall not knowingly act, as auditor for any company and shall not prepare, for or on behalf of a company, any report required by this Act to be prepared by an auditor of the company if —

(a) any director of the corporation (whether or not he is a public accountant); or

(b) any employee of the corporation, who is a public accountant and practising as such in that corporation, is a person described in subsection (1)(b), (c) or (d).

(8)  If an accounting corporation contravenes subsection (7) —

(a) the corporation; and

(b) the director or employee who caused the contravention, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.

(9)  No company or person shall appoint any individual as auditor of a company unless the individual has prior to such appointment consented in writing to act as auditor of that company.

(10)  No company or person shall appoint any accounting firm or accounting corporation as auditor of a company unless the firm or corporation has prior to such appointment consented, in writing under the hand of at least one partner of the firm or director of the corporation, as the case may be, to act as auditor of that company.

(11)  Where an accounting firm is appointed as the auditor of a company in the name of the firm, such appointment shall take effect and operate as if the partners of the firm at the time of the appointment, who are public accountants at that time, have been appointed as auditors of the company.

(12)  Where an accounting corporation is appointed as the auditor of a company in the name of the corporation, such appointment shall take effect and operate as if the directors and employees of the corporation who are practising as public accountants in that corporation have been appointed as auditors of the company.

(13)  Subsection (12) shall apply to a director or an employee practising as a public accountant in an accounting corporation, even if his appointment as director or employment with the corporation commenced after the date on which the corporation was appointed as auditor of the company.

(14)  In this section —

“accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act (Cap. 2);

“accounting firm” means a firm approved or deemed to be approved as an accounting firm under the Accountants Act (Cap. 2).

[Aust., 1961, s. 9]

Disqualification of liquidators

11.

—(1)  Subject to this section, a person shall not, except with the leave of the Court, consent to be appointed, and shall not act as liquidator of a company —

(a) if he is not an approved liquidator;

(b) if he is indebted to the company or to a corporation that is deemed to be related to the company by virtue of section 6 in an amount exceeding $2,500;

(c) if he is —

(i) an officer of the company;

(ii) a partner, employer or employee of an officer of the company; or

(iii) a partner or employee of an employee of an officer of the company;

(d) if he is an undischarged bankrupt;

(e) if he has assigned his estate for the benefit of his creditors or has made an arrangement with his creditors pursuant to any law relating to bankruptcy; or

(f) if he has been convicted of an offence involving fraud or dishonesty punishable on conviction by imprisonment for 3 months or more.

(2)  Subsection (1)(a) and (c) shall not apply —

(a) to a members’ voluntary winding up; or

(b) to a creditors’ voluntary winding up, if by a resolution carried by a majority of the creditors in number and value present in person or by proxy and voting at a meeting of which 7 days’ notice has been given to every creditor stating the object of the meeting, it is determined that that paragraph shall not so apply.

(3)  For the purposes of subsection (1), a person shall be deemed to be an officer of a company if he is an officer of a corporation that is deemed to be related to the company by virtue of section 6 or has, at any time within the preceding period of 24 months, been an officer or promoter of the company or of such a corporation.

(4)  A person shall not be appointed as liquidator of a company unless he has prior to such appointment consented in writing to act as such liquidator.

(5)  Nothing in this section shall affect any appointment of a liquidator made before 29th December 1967.

(6)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000

[Aust., 1961, s. 10]

Registers

12.

—(1)  The Registrar shall, subject to this Act, keep such registers as he considers necessary in such form as he thinks fit.

Inspection of register

(2)  Any person may, on payment of the prescribed fee —

(a) inspect any document, or if there is a microfilm of any such document, that microfilm, filed or lodged with the Registrar; or

(b) require a certificate of the incorporation of any company or any other certificate issued under this Act or a copy of or extract from any document kept by the Registrar to be given or certified by the Registrar.

(2A)  Subsection (2) shall not apply to such exempt private company that is wholly owned by the Government as the Minister may, by notification in the Gazette, specify where he considers that it would not be in the public interest for —

(a) any document relating to any such company maintained by the Registrar in whatever form to be inspected by any member of the public; and

(b) any certificate or copy of or extract from any document relating to any such company to be given or certified to any member of the public.

(2B)  Notwithstanding the cancellation of any notification referred to in subsection (2A) in respect of a company, subsection (2) shall not apply to any document or certificate relating to that company that is filed or lodged with the Registrar, or issued under the Act, before the date of such cancellation, whether or not that company remains an exempt private company wholly owned by the Government, and whether or not it has been wound up.

Evidentiary value of copies certified by Registrar

(3)  A copy of or extract from any document, including a copy produced by way of microfilm or electronic medium filed or lodged at the office of the Registrar certified to be a true copy or extract under the hand and seal of the Registrar shall in any proceedings be admissible in evidence as of equal validity with the original document

[15/84; 22/93]

Evidence of statutory requirements

(4)  In any legal proceedings, a certificate under the hand and seal of the Registrar that a requirement of this Act specified in the certificate —

(a) had or had not been complied with at a date or within a period specified in the certificate; or

(b) had been complied with upon a date specified in the certificate but not before that date, shall be received as prima facie evidence of the matters specified in the certificate.

Registrar may refuse to register or receive document

(5)  If the Registrar is of the opinion that any document submitted to him —

(a) contains any matter contrary to law;

(b) by reason of any omission or misdescription has not been duly completed;

(c) does not comply with the requirements of this Act; or

(d) contains any error, alteration or erasure, he may refuse to register or receive the document and request that the document be appropriately amended or completed and resubmitted or that a fresh document be submitted in its place.

Appeal

(6)  Any party aggrieved by the refusal of the Registrar to register any corporation or to register or receive any document or by any other act or decision of the Registrar may appeal to the Court which may confirm the refusal, act or decision or give such directions in the matter as seem proper or otherwise determine the matter but this subsection shall not apply to any act or decision of the Registrar —

(a) in respect of which any provision in the nature of an appeal or 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.

Destruction, etc., of old records

(7)  The Registrar may, if in his opinion it is no longer necessary or desirable to retain any document which has been microfilmed or converted to electronic form, destroy or give it to the National Archives of Singapore

[15/84; 22/93]

[Aust., 1961, s. 12]

Filing service

12A.

—(1)  Where the Registry of Companies provides a service whereby documents under this Act may be filed or lodged with or submitted to the Registrar electronically, neither the Government nor any of its employees nor any authorised agents shall be liable for any loss or damage, suffered by any person by reason of any errors or omissions, of whatever nature or however caused, appearing in any document obtained by any person under the service if such errors or omissions are made in good faith and in the ordinary course of the discharge of the duties of these employees or authorised agents or have occurred or arisen as a result of any defect or breakdown in the service or in any of the equipment used for the service

[13/87; 22/93; 12/2002]

(1A)  The Minister may by regulations permit or require any document —

(a) to be filed or lodged with or submitted to the Registrar under this Act; or

(b) to be issued by the Registrar under this Act, to be filed, lodged, submitted or issued using the service referred to in subsection (1).

(1B)  The regulations under subsection (1A) may —

(a) permit or require such document to be filed, lodged or submitted by a prescribed person on behalf of the person concerned under specified circumstances; and

(b) contain such transitional and other supplementary and incidental provisions as appear to the Minister to be appropriate.

Evidentiary value of copies of electronically filed documents certified by Registrar

(2)  A copy of or extract from any document electronically filed or lodged with or submitted to the Registrar under subsection (1) supplied or issued by the Registrar and certified to be a true copy or extract thereof under the hand and seal of the Registrar shall in any proceedings be admissible in evidence as of equal validity with the original document.

(3)  Any information supplied by the Registrar that is certified by the Registrar under his hand and seal to be a true extract from any document filed or lodged with or submitted to the Registrar using the service referred to in subsection (1) shall in any proceedings be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document.

(4)  Subsections (2) and (3) have effect notwithstanding the provisions of any other written law.

(5)  In this section, “document” means any application, form, report, certification, notice, confirmation, declaration or other document to be filed or lodged with or submitted to the Registrar or, as the case may be, any certificate, notice or other document to be issued by the Registrar.

Rectification of register

12B.

—(1)  Where it appears to the Court, as a result of evidence adduced before it by an applicant company, that any particular recorded in a register is erroneous or defective, the Court may, by order, direct the Registrar to rectify the register on such terms and conditions as seem to the Court just and expedient, as are specified in the order and the Registrar shall, upon receipt of the order, rectify the register accordingly.

(2)  An order of the Court made under subsection (1) may require that a fresh document, showing the rectification, shall be filed by the applicant company with the Registrar together with a copy of the Court order, and a copy of the Court application.

(3)  Notwithstanding subsections (1) and (2), an officer of a company may notify the Registrar in the prescribed form of any typographical or clerical error contained in any document relating to the company lodged with the Registrar

[36/2000]

(4)  The Registrar may, upon receipt of any notification referred to in subsection (3), rectify the registers accordingly

[36/2000]

Enforcement of duty to make returns

13.—(1)  If a corporation or person, having made default in complying with —

(a) any provision of this Act or of any other law which requires the filing or lodging in any manner with the Registrar or the Official Receiver of any return, account or other document or the giving of notice to him of any matter; or

(b) any request of the Registrar or the Official Receiver to amend or complete and resubmit any document or to submit a fresh document, fails to make good the default within 14 days after the service on the corporation or person of a notice requiring it to be done, the Court may, on an application by any member or creditor of the corporation or by the Registrar or the Official Receiver, make an order directing the corporation and any officer thereof or such person to make good the default within such time as is specified in the order.

(2)  Any such order may provide that all costs of and incidental to the application shall be borne by the corporation or by any officer of the corporation responsible for the default or by such person.

(3)  Nothing in this section shall limit the operation of any written law imposing penalties on a corporation or its officers or such person in respect of any such default

[Aust., 1961, s. 12 (8) to (10)]

Relodging of lost registered documents

14. —(1)  If in the case of any corporation incorporated or registered under this Act or any corresponding previous written law the memorandum or articles or any other document relating to the corporation filed or lodged with the Registrar has been lost or destroyed, the corporation may apply to the Registrar for leave to lodge a copy of the document as originally filed or lodged.

(2)  On such application being made the Registrar may direct notice thereof to be given to such persons and in such manner as he thinks fit.

(3)  The Registrar upon being satisfied —

(a) that the original document has been lost or destroyed;

(b) of the date of the filing or lodging thereof with the Registrar; and

(c) that a copy of such document produced to the Registrar is a correct copy, may certify upon that copy that he is so satisfied and direct that that copy be lodged in the manner required by law in respect of the original.

(4)  Upon the lodgment, that copy for all purposes shall, from such date as is mentioned in the certificate as the date of the filing or lodging of the original with the Registrar, have the same force and effect as the original.

(5)  The Court may, by order upon application by any person aggrieved and after notice to any other person whom the Court directs, confirm, vary or rescind the certificate and the order may be lodged with the Registrar and shall be registered by him, but no payments, contracts, dealings, acts and things made, had or done in good faith before the registration of such order and upon the faith of and in reliance upon the certificate shall be invalidated or affected by such variation or rescission.

(6)  No fee shall be payable upon the lodging of a document under this section

[Aust., 1961, s. 13]

Size, durability and legibility of documents delivered to Registrar

15. —(1)  For the purposes of securing that the documents delivered to the Registrar under the provisions of this Act are of a standard size, durable and easily legible, the Minister may by regulations prescribe such requirements (whether as to size, weight, quality or colour of paper, size, type or colour of lettering, or otherwise) as he may consider appropriate; and different requirements may be so prescribed for different documents or classes of documents.

(2)  If under any such provision there is delivered to the Registrar a document (whether an original document or a copy) which in the opinion of the Registrar does not comply with such requirements prescribed under this section as are applicable to it, the Registrar may serve on any person by whom under that provision the document was required to be delivered (or, if there are 2 or more such persons, may serve on any of them) a notice stating his opinion to that effect and indicating the requirements so prescribed with which in his opinion the document does not comply.

(3)  Where the Registrar serves a notice under subsection (2) with respect to a document delivered under any such provision, then, for the purposes of any written law which enables a penalty to be imposed in respect of any omission to deliver to the Registrar a document required to be delivered under that provision (and, in particular, for the purposes of any such law whereby such a penalty may be imposed by reference to each day during which the omission continues) —

(a) any duty imposed by that provision to deliver such a document to the Registrar shall be treated as not having been discharged by the delivery of that document; but

(b) no account shall be taken of any days falling within the period mentioned in subsection (4).

(4)  The period referred to in subsection (3)(b) is the period beginning on the day on which the document was delivered to the Registrar as mentioned in subsection (2) and ending on the fourteenth day after the date of service of the notice under subsection (2) by virtue of which subsection (3) applies.

(5)  In this section, any reference to delivering a document shall be construed as including a reference to sending, forwarding, producing or (in the case of a notice) giving it.

Instant Information Service — exclusion of liability for errors or omissions

16.  Where the Registry of Companies provides a service (to be called an Instant Information Service) to the public whereby computerised information of prescribed particulars of a company registered under this Act is supplied to the public on payment of a prescribed fee, neither the Government nor any of its employees in the Registry of Companies involved in the supply of such information shall be liable for any loss or damage suffered by members of the public by reason of any errors or omissions of whatever nature appearing therein or however caused if made in good faith and in the ordinary course of the discharge of the duties of such employees.

Supply of magnetic tapes — exclusion of liability for errors or omissions

16A.  Where the Registrar furnishes information, whether in bulk or otherwise, to any person by way of magnetic tapes or by any electronic means, neither the Government nor any of the employees in the Registry of Companies nor any authorised agents involved in the furnishing of such information shall be liable for any loss or damage suffered by that person by reason of errors or omissions of whatever nature appearing therein or however caused if made in good faith and in the ordinary course of the discharge of the duties of those employees or authorised agents.

Singapore Companies Act Singapore Companies Act Singapore Companies Act
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