Companies (Amendment) Bill
Bill No. 11/2005.
Read the first time on 18th April 2005.
A BILL
intituled
An Act to amend the Companies Act (Chapter 50 of the 1994 Revised
Edition), to make related amendments to the Trust Companies Act
(Chapter 336 of the 1985 Revised Edition) and to make consequential
amendments to certain other written laws.
Be it enacted by the President with the advice and consent of the
Parliament of Singapore, as follows:
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Short title and commencement
1. This Act may be cited as the Companies (Amendment) Act 2005 and
shall come into operation on such date as the Minister may, by
notification in the Gazette, appoint.
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Amendment of section 2
2. Section 2 of the Companies Act is amended —
(a) by deleting the expression “Part I ... Preliminary sections 1-7.” in
the 3rd line and substituting the following expression:
“Part I ... Preliminary sections 1-7A.”;
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(b) by deleting the expression “Division 3—Shares sections 63-78.”
in the 15th line and substituting the following expressions:
“Division 3—Shares sections 62A-78.
Division 3A—Reduction of Share Capital sections 78A78K.”;
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(c) by deleting the word “listed” in the 28th line; and
(d) by deleting the expression “Part VII ... Arrangements,
Reconstructions and Take-overs sections 210-216B.” in the 47th
and 48th lines and substituting the following expression:
“Part
VII
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...
Arrangements, Reconstructions and
Amalgamations sections 210-216B.”.
Amendment of section 4
3. Section 4(1) of the Companies Act is amended by inserting,
immediately after the definition of “telecommunication system”, the
following definition:
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“ “treasury share” means a share which —
(a) was (or is treated as having been) purchased by a
company in circumstances in which section 76H applies;
and
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(b) has been held by the company continuously since the
treasury share was so purchased;”.
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Amendment of section 5
4. Section 5(1) of the Companies Act is amended by inserting,
immediately after the words “preference shares” in paragraph (a)(iii), the
words “and treasury shares”.
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Amendment of section 7
5. Section 7(9) of the Companies Act is amended by inserting,
immediately after the words “sections 76B to 76G” in paragraph (ca), the
words “(including treasury shares)”.
New section 7A
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6. The Companies Act is amended by inserting, immediately after
section 7, the following section:
“Solvency statement and offence for making false statement
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7A.—(1) In this Act, unless the context otherwise requires,
“solvency statement”, in relation to a proposed redemption of
preference shares by a company out of its capital under section 70, a
proposed giving of financial assistance by a company under section
76(9A) or (9B) or a proposed reduction by a company of its share
capital under section 78B or 78C, means a statement by the directors
of the company —
(a) that they have formed the opinion that, as regards the
company’s situation at the date of the statement, there is no
ground on which the company could then be found to be
unable to pay its debts;
(b) that they have formed the opinion 
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(i) if it is intended to commence winding up of the
company within the period of 12 months immediately
following the date of the statement, that the company
will be able to pay its debts in full within the period of
12 months beginning with the commencement of the
winding up; or
(ii) if it is not intended so to commence winding up, that
the company will be able to pay its debts as they fall
due during the period of 12 months immediately
following the date of the statement; and
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(c) that they have formed the opinion that the value of the
company’s assets is not less than the value of its liabilities
(including contingent liabilities) and will not, after the
proposed redemption, giving of financial assistance or
reduction (as the case may be), become less than the value
of its liabilities (including contingent liabilities),
being a statement which complies with subsection (2).
(2) The solvency statement 
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(a) if the company is exempt from audit requirements under
section 205B or 205C, shall be in the form of a statutory
declaration; or
(b) if the company is not such a company, shall be in the form
of a statutory declaration or shall be accompanied by a
report from its auditor that he has inquired into the affairs of
the company and is of the opinion that the statement is not
unreasonable given all the circumstances.
(3) In forming an opinion for the purposes of subsection (1)(a) and
(b), the directors of the company must take into account all liabilities
of the company (including contingent liabilities).
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(4) In determining, for the purposes of subsection (1)(c), whether
the value of the company’s assets is or will become less than the
value of its liabilities (including contingent liabilities) the directors of
the company —
(a) must have regard to —
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(i) the most recent financial statements of the company
that comply with section 201(1A), (3) and (3A), as the
case may be; and
(ii) all other circumstances that the directors know or ought
to know affect, or may affect, the value of the
company’s assets and the value of its liabilities
(including contingent liabilities); and
(b) may rely on valuations of assets or estimates of liabilities
that are reasonable in the circumstances.
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(5) In determining, for the purposes of subsection (4), the value of a
contingent liability, the directors of a company may take into
account —
(a) the likelihood of the contingency occurring; and
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(b) any claim the company is entitled to make and can
reasonably expect to be met to reduce or extinguish the
contingent liability.
(6) A director of a company who makes a solvency statement
without having reasonable grounds for the opinions expressed in it
shall be guilty of an offence and shall be liable on conviction to a fine
not exceeding $100,000 or to imprisonment for a term not exceeding
3 years or to both.”.
Amendment of section 18
7. Section 18 of the Companies Act is amended —
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(a) by deleting the words “restrictions, limitations and prohibitions”
in the 4th and 5th lines of subsection (2) and substituting the
words “restrictions and limitations”; and
(b) by deleting the words “restriction, limitation or prohibition” in
the 8th and 9th lines of subsection (2) and in subsection (3) and
substituting in each case the words “restriction or limitation”.
Amendment of section 22
8. Section 22 of the Companies Act is amended —
(a) by deleting paragraph (c) of subsection (1); and
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(b) by inserting, immediately after subsection (1), the following
subsection:
“(1A) On the date of commencement of section 8(b) of the
Companies (Amendment) Act 2005, any provision (or part
thereof) then subsisting in the memorandum of any company
which states —
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(a) the amount of share capital with which the company
proposes to be or is registered; or
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(b) the division of the share capital of the company into
shares of a fixed amount,
shall, in so far as it relates to the matters referred to in either or
both of paragraphs (a) and (b), be deemed to be deleted.”.
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Amendment of section 27
9. Section 27 of the Companies Act is amended —
(a) by deleting subsection (2) and substituting the following
subsection:
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“(2) Notwithstanding anything in this section and section 28
(other than section 28(4)), where the Registrar is satisfied that
the company has been registered (whether through
inadvertence or otherwise and whether before, on or after the
date of commencement of section 9(a) of the Companies
(Amendment) Act 2005) by a name —
(a) which is referred to in subsection (1);
(b) which so nearly resembles the name of another
company or corporation or a business name as to be
likely to be mistaken for it; or
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(c) the use of which has been restrained by an injunction
granted under the Trade Marks Act (Cap. 332),
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the Registrar may direct the first-mentioned company to
change its name, and the company shall comply with the
direction within 6 weeks after the date of the direction or such
longer period as the Registrar may allow, unless the direction
is annulled by the Minister.”; and
(b) by inserting, immediately after subsection (5), the following
subsection:
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“(5A) For the avoidance of doubt, where the Registrar makes
a decision under subsection (2) or the Minister makes a
decision under subsection (5), he shall accept as correct any
decision of the High Court to grant an injunction referred to in
subsection (2)(c).”.
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Amendment of section 28
10. Section 28 of the Companies Act is amended —
(a) by deleting subsection (3) and substituting the following
subsection:
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“(3) If the name of a company is, whether through
inadvertence or otherwise or whether originally or by a change
of name —
(a) a name by which the company could not be registered
without contravention of section 27(1);
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(b) a name that so nearly resembles the name of another
company or corporation or a business name as to be
likely to be mistaken for it; or
(c) a name the use of which has been restrained by an
injunction granted under the Trade Marks Act
(Cap. 332),
the company may by special resolution change its name to a
name that is not referred to in paragraph (a), (b) or (c) and, if
the Registrar so directs, shall so change it within 6 weeks after
the date of the direction or such longer period as the Registrar
may allow, unless the direction is annulled by the Minister.”;
and
(b) by deleting subsection (3C) and substituting the following
subsections:
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“(3C) The Registrar may, if he is satisfied that the company
to which the direction under subsection (3) was given had
applied for registration under the name first-mentioned in that
subsection in bad faith, require the company to pay the
Registrar such fees as may be prescribed by the Minister, and
such fees shall be recoverable as a debt due to the Government.
(3D) A company aggrieved by the decision of the Registrar
under subsection (3) or (3C) may within 30 days of the date of
the decision appeal to the Minister whose decision shall be
final.
(3E) For the avoidance of doubt, where the Registrar makes a
decision under subsection (3) or the Minister makes a decision
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under subsection (3D), he shall accept as correct any decision
of the High Court to grant an injunction referred to in
subsection (3)(c).”.
Amendment of section 32
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11. Section 32(3) of the Companies Act is amended —
(a) by inserting, at the end of paragraph (c)(i), the word “and”;
(b) by deleting the word “; and” at the end of paragraph (c)(ii) and
substituting a full-stop; and
(c) by deleting sub-paragraph (iii) of paragraph (c).
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Amendment of section 33
12. Section 33 of the Companies Act is amended 
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(a) by deleting the words “5% in nominal value of the company’s
issued share capital or any class of that capital” in subsection
(5)(a) and substituting the words “5% of the total number of
issued shares of the company or any class of those shares”; and
(b) by inserting, immediately after subsection (5), the following
subsection:
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“(5A) For the purposes of subsection (5), any of the
company’s issued share capital held as treasury shares shall be
disregarded.”.
Amendment of section 35
13. Section 35 of the Companies Act is amended by deleting
subsection (3).
Amendment of section 38
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14. Section 38(2) of the Companies Act is amended by deleting the
words “nominal amount or”.
New sections 62A and 62B
15. The Companies Act is amended by inserting, immediately before
section 63 in Division 3 of Part IV, the following sections:
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“No par value shares
62A.(1) Shares of a company have no par or nominal value.
(2) Subsection (1) shall apply to all shares, whether issued before,
on or after the appointed day.
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(3) In this section and section 62B, “appointed day” means the date
of commencement of section 15 of the Companies (Amendment) Act
2005.
Transitional provisions for section 62A
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62B.(1) For the purpose of the operation of this Act on or after
the appointed day in relation to a share issued before that day 
(a) the amount paid on the share shall be the sum of all amounts
paid to the company at any time for the share (but not
including any premium); and
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(b) the amount unpaid on the share shall be the difference
between the price of issue of the share (but not including
any premium) and the amount paid on the share.
(2) On the appointed day, any amount standing to the credit of a
company’s share premium account and any amount standing to the
credit of a company’s capital redemption reserve shall become part of
the company’s share capital.
(3) Notwithstanding subsection (2), a company may use the amount
standing to the credit of its share premium account immediately
before the appointed day to 
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(a) provide for the premium payable on redemption of
debentures or redeemable preference shares issued before
that day;
(b) write off 
(i) the preliminary expenses of the company incurred
before that day; or
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(ii) expenses incurred, or commissions or brokerages paid
or discounts allowed, on or before that day, for or on
any duty, fee or tax payable on or in connection with
any issue of shares of the company;
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(c) pay up, pursuant to an agreement made before that day,
shares which were unissued before that day and which are to
be issued on or after that day to members of the company as
fully paid bonus shares;
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(d) pay up in whole or in part the balance unpaid on shares
issued before that day to members of the company; or
(e) pay dividends declared before that day, if such dividends are
satisfied by the issue of shares to members of the company.
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(4) Notwithstanding subsection (2), if the company carries on
insurance business in Singapore immediately before the appointed
day, it may also apply the amount standing to the credit of its share
premium account immediately before that day by appropriation or
transfer to any fund established and maintained pursuant to the
Insurance Act (Cap. 142).
(5) Notwithstanding subsection (1), the liability of a shareholder for
calls in respect of money unpaid on shares issued before the
appointed day (whether on account of the par value of the shares or
by way of premium) shall not be affected by the shares ceasing to
have a par value.
(6) For the purpose of interpreting and applying, on or after the
appointed day, a contract (including the memorandum and articles of
the company) entered into before that day or a trust deed or other
document executed before that day 
(a) a reference to the par or nominal value of a share shall be a
reference to 
(i) if the share is issued before that day, the par or nominal
value of the share immediately before that day;
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(ii) if the share is issued on or after that day but shares of
the same class were on issue immediately before that
day, the par or nominal value that the share would have
had if it had been issued then; or
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(iii) if the share is issued on or after that day and shares of
the same class were not on issue immediately before
that day, the par or nominal value determined by the
directors,
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and a reference to share premium shall be taken to be a
reference to any residual share capital in relation to the
share;
(b) a reference to a right to a return of capital on a share shall be
taken to be a reference to a right to a return of capital of a
value equal to the amount paid in respect of the share’s par
or nominal value; and
(c) a reference to the aggregate par or nominal value of the
company’s issued share capital shall be taken to be a
reference to that aggregate as it existed immediately before
that day as 
(i) increased to take account of the par or nominal value as
defined in paragraph (a) of any shares issued on or after
that day; and
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(ii) reduced to take account of the par or nominal value as
defined in paragraph (a) of any shares cancelled on or
after that day.
(7) A company may —
(a) at any time before —
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(i) the date it is required under section 197(4) to lodge its
first annual return after the appointed day; or
(ii) the expiry of 6 months from the appointed day,
whichever is the earlier; or
(b) within such longer period as the Registrar may, if he thinks
fit in the circumstances of the case, allow,
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file with the Registrar a notice in the prescribed form of its share
capital.
(8) Unless a company has filed a notice of its share capital under
subsection (7), the Registrar may for the purposes of the records
maintained by the Authority adopt, as the share capital of the
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company, the aggregate nominal value of the shares issued by the
company as that value appears in the Authority’s records immediately
before the appointed day.”.
Amendment of section 63
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16. Section 63(1) of the Companies Act is amended 
(a) by deleting the words “and nominal amounts” in paragraph (a);
(b) by deleting paragraph (b) and substituting the following
paragraphs:
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“(b) the amount (if any) paid or deemed to be paid on the
allotment of each share;
(ba) the amount (if any) unpaid on each share referred to
in paragraph (b);”; and
(c) by inserting, immediately after the word “company” in paragraph
(d)(ii), the words “(excluding treasury shares)”.
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Amendment of section 64
17. Section 64(1) of the Companies Act is amended by deleting the
words “section 180(1)” and substituting the words “sections 76J and
180(1)”.
Repeal of sections 67 to 69F
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18. Sections 67 to 69F of the Companies Act are repealed.
Amendment of section 70
19. Section 70 of the Companies Act is amended 
(a) by deleting the word “authorised” in subsection (2); and
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(b) by deleting subsections (3) to (7) and substituting the following
subsections:
“(3) The shares shall not be redeemed unless they are fully
paid up.
(4) The shares shall not be redeemed out of the capital of the
company unless 
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(a) all the directors have made a solvency statement in
relation to such redemption; and
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(b) the company has lodged a copy of the statement with
the Registrar.”.
Amendment of section 71
20. Section 71 of the Companies Act is amended 
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(a) by deleting the words “the conditions of its memorandum” in
subsection (1) and substituting the words “its share capital”;
(b) by deleting paragraph (a) of subsection (1);
(c) by deleting the words “into shares of larger amount than its
existing shares” in subsection (1)(b);
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(d) by deleting the words “of any denomination” in subsection
(1)(c);
(e) by deleting the words “into shares of smaller amount than is
fixed by the memorandum” in subsection (1)(d);
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(f) by inserting, immediately after the word “cancel” in subsection
(1)(e), the words “the number of”;
(g) by deleting the word “amount” in the penultimate line of
subsection (1)(e) and substituting the word “number”;
(h) by deleting the word “nominal” in the 1st line of subsection
(3)(a);
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(i) by deleting the words “nominal amount” in the 2nd line of
subsection (3)(a) and substituting the words “issue price”; and
(j) by deleting subsections (4) and (5).
Repeal of section 73
21. Section 73 of the Companies Act is repealed.
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Amendment of section 74
22. Section 74 of the Companies Act is amended by inserting,
immediately after subsection (1), the following subsection:
“(1A) For the purposes of subsection (1), any of the company’s
issued share capital held as treasury shares shall be disregarded.”.
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Amendment of section 76
23. Section 76 of the Companies Act is amended 
(a) by deleting the words “or of any premium payable in respect of
the shares” in subsection (4)(b);
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(b) by deleting the words “section 73” in subsection (8)(b) and
substituting the words “Division 3A of this Part”;
(c) by inserting, immediately after paragraph (g) of subsection (8),
the following paragraph:
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“(ga) the giving by a company in good faith and in the
ordinary course of commercial dealing of any
representation, warranty or indemnity in relation to an
offer to the public of, or an invitation to the public to
subscribe for or purchase, shares or units of shares in
that company;”;
(d) by deleting the words “(including payments in respect of any
premium)” in subsection (8)(j);
(e) by inserting, immediately after the words “security of shares” in
subsection (8)(ii), the words “or units of shares”;
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(f) by deleting the words “the giving of a guarantee or the provision
of security” in subsection (9)(a) and substituting the words “or
the giving of a guarantee or the provision of security in
connection with one or more loans made by one or more other
persons,”;
(g) by deleting sub-paragraph (i) of subsection (9)(a) and
substituting the following sub-paragraph:
“(i) the lending of money, or the giving of guarantees or the
provision of security in connection with loans made by
other persons, is done in the course of such activities;
and”;
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(h) by deleting the words “fully-paid shares” wherever they appear
in subsection (9)(b) and substituting in each case the word
“shares”; and
(i) by inserting, immediately after subsection (9), the following
subsections:
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“(9A) Nothing in subsection (1) prohibits the giving by a
company of financial assistance for the purpose of, or in
connection with, an acquisition or proposed acquisition by a
person of shares or units of shares in the company or in a
holding company of the company if —
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(a) the amount of the financial assistance, together with
any other financial assistance given by the company
under this subsection repayment of which remains
outstanding, would not exceed 10% of the aggregate
of 
(i) the total paid-up capital of the company; and
(ii) the reserves of the company,
as disclosed in the most recent financial statements of
the company that comply with section 201;
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(b) the company receives fair value in connection with
the financial assistance;
(c) the board of directors of the company passes a
resolution that 
(i) the company should give the assistance;
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(ii) giving the assistance is in the best interests of the
company; and
(iii) the terms and conditions under which the
assistance is given are fair and reasonable to the
company;
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(d) the resolution sets out in full the grounds for the
directors’ conclusions;
(e) all the directors of the company make a solvency
statement in relation to the giving of the financial
assistance;
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(f) within 10 business days of providing the financial
assistance, the company sends to each member a
notice containing particulars of —
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(i) the class and number of shares or units of shares
in respect of which the financial assistance was
or is to be given;
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(ii) the consideration paid or payable for those shares
or units of shares;
(iii) the identity of the person receiving the financial
assistance and, if that person is not the beneficial
owner of those shares or units of shares, the
identity of the beneficial owner; and
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(iv) the nature and, if quantifiable, the amount of the
financial assistance; and
(g) not later than the business day next following the day
when the notice referred to in paragraph (f) is sent to
members of the company, the company lodges with
the Registrar a copy of that notice and a copy of the
solvency statement referred to in paragraph (e).
(9B) Nothing in subsection (1) prohibits the giving by a
company of financial assistance for the purpose of, or in
connection with, an acquisition or proposed acquisition by a
person of shares or units of shares in the company or in a
holding company of the company if —
(a) the board of directors of the company passes a
resolution that 
(i) the company should give the assistance;
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(ii) giving the assistance is in the best interests of the
company; and
(iii) the terms and conditions under which the
assistance is given are fair and reasonable to the
company;
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(b) the resolution sets out in full the grounds for the
directors’ conclusions;
(c) all the directors of the company make a solvency
statement in relation to the giving of the financial
assistance;
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(d) not later than the business day next following the day
when the resolution referred to in paragraph (a) is
passed, the company sends to each member having
the right to vote on the resolution referred to in
paragraph (e) a notice containing particulars of —
(i) the directors’ resolution referred to in paragraph
(a);
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(ii) the class and number of shares or units of shares
in respect of which the financial assistance is to
be given;
(iii) the consideration payable for those shares or
units of shares;
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(iv) the identity of the person receiving the financial
assistance and, if that person is not the beneficial
owner of those shares or units of shares, the
identity of the beneficial owner;
(v) the nature and, if quantifiable, the amount of the
financial assistance; and
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(vi) such further information and explanation as may
be necessary to enable a reasonable member to
understand the nature and implications for the
company and its members of the proposed
transaction;
(e) a resolution is passed 
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(i) by all the members of the company present and
voting either in person or by proxy at the relevant
meeting; or
(ii) if the resolution is proposed to be passed by
written means under section 184A, by all the
members of the company,
to give that assistance;
(f) not later than the business day next following the day
when the resolution referred to in paragraph (e) is
passed, the company lodges with the Registrar a copy
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of that resolution and a copy of the solvency
statement referred to in paragraph (c); and
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(g) the financial assistance is given not more than
12 months after the resolution referred to in paragraph
(e) is passed.
(9C) A company shall not give financial assistance under
subsection (9A) or (9B) if, before the assistance is given —
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(a) any of the directors who voted in favour of the
resolution under subsection (9A)(c) or (9B)(a),
respectively 
(i) ceases to be satisfied that the giving of the
assistance is in the best interests of the company;
or
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(ii) ceases to be satisfied that the terms and
conditions under which the assistance is
proposed are fair and reasonable to the company;
or
(b) any of the directors no longer has reasonable grounds
for any of the opinions expressed in the solvency
statement.
(9D) A director of a company is not relieved of any duty to
the company under section 157 or otherwise, and whether of a
fiduciary nature or not, in connection with the giving of
financial assistance by the company for the purpose of, or in
connection with, an acquisition or proposed acquisition of
shares or units of shares in the company or in a holding
company of the company, by —
(a) the passing of a resolution by the board of directors of
the company under subsection (9A) for the giving of
the financial assistance; or
(b) the passing of a resolution by the board of directors of
the company, and the passing of a resolution by the
members of the company, under subsection (9B) for
the giving of the financial assistance.”.
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Amendment of section 76A
24. Section 76A of the Companies Act is amended —
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(a) by deleting the words “section 76(10)(a) to (j), inclusive” in the
3rd line of subsection (6) and substituting the words “section
76(9A), (9B) or (10) (as the case may be)”; and
(b) by deleting the words “section 76(10)” in subsections (7) (12th
line), (11) and (12) and substituting in each case the words
“section 76(9A), (9B) or (10) (as the case may be)”.
Amendment of section 76B
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25. Section 76B of the Companies Act is amended 
(a) by deleting subsections (3) to (3C) and substituting the following
subsections:
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“(3) The total number of ordinary shares and stocks in any
class that may be purchased or acquired by a company during
the relevant period shall not exceed 10% (or such other
percentage as the Minister may by notification prescribe) of the
total number of ordinary shares and stocks of the company in
that class ascertained —
(a) as at the date of the last annual general meeting of the
company held before any resolution passed pursuant
to section 76C, 76D, 76DA or 76E; or
(b) as at the date of such resolution,
whichever is the higher, unless —
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(i) the company has, at any time during the relevant
period, reduced its share capital by a special
resolution under section 78B or 78C; or
(ii) the Court has, at any time during the relevant period,
made an order under section 78I confirming the
reduction of share capital of the company.
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(3A) Where a company has reduced its share capital by a
special resolution under section 78B or 78C, or the Court has
made an order under section 78I, the total number of ordinary
shares and stocks of the company in any class shall,
notwithstanding subsection (3)(a) and (b), be taken to be the
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total number of ordinary shares and stocks of the company in
that class as altered by the special resolution of the company or
the order of the Court, as the case may be.
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(3B) The total number of preference shares in any class
which are not redeemable under section 70 that may be
purchased or acquired by a company during the relevant period
shall not exceed 10% (or such other percentage as the Minister
may by notification prescribe) of the total number of nonredeemable preference shares of the company in that class
ascertained —
(a) as at the date of the last annual general meeting of the
company held before any resolution passed pursuant
to section 76C, 76D, 76DA or 76E; or
(b) as at the date of such resolution,
15
whichever is the higher, unless —
(i) the company has, at any time during the relevant
period, reduced its share capital by a special
resolution under section 78B or 78C; or
20
25
30
(ii) the Court has, at any time during the relevant period,
made an order under section 78I confirming the
reduction of share capital of the company.
(3C) Where a company has reduced its share capital by a
special resolution under section 78B or 78C, or the Court has
made an order under section 78I, the total number of nonredeemable preference shares of the company in any class
shall, notwithstanding subsection (3B)(a) and (b), be taken to
be the total number of non-redeemable preference shares of the
company in that class as altered by the special resolution of the
company or the order of the Court, as the case may be.”;
(b) by inserting, immediately after subsection (3D), the following
subsection:
“(3E) For the purposes of this section, any of the company’s
ordinary shares held as treasury shares shall be disregarded.”;
35
(c) by deleting subsection (5) and substituting the following
subsections:
21
5
“(5) Ordinary shares that are purchased or acquired by a
company pursuant to section 76C, 76D, 76DA or 76E shall,
unless held in treasury in accordance with section 76H, be
deemed to be cancelled immediately on purchase or
acquisition.
(5A) Preference shares that are purchased or acquired by a
company pursuant to section 76C, 76D, 76DA or 76E shall be
deemed to be cancelled immediately on purchase or
acquisition.”;
10
(d) by inserting, immediately after the words “subsection (5)” in
subsection (6), the words “or (5A)”; and
(e) by deleting paragraphs (b), (c) and (d) of subsection (9) and
substituting the following paragraphs:
“(b) the number of shares purchased or acquired;
15
(c) the number of shares cancelled;
(d) the number of shares held as treasury shares;
(e) the company’s issued share capital before the
purchase or acquisition;
20
(f) the company’s issued share capital after the purchase
or acquisition;
(g) the amount of consideration paid by the company for
the purchase or acquisition of the shares;
(h) whether the shares were purchased or acquired out of
the profits or the capital of the company; and
25
(i) such other particulars as may be required in the
prescribed form.”.
Repeal and re-enactment of sections 76F and 76G and new sections
76H to 76K
30
26. Sections 76F and 76G of the Companies Act are repealed and the
following sections substituted therefor:
22
“Payments to be made only if company is solvent
76F.(1) A payment made by a company in consideration of 
5
(a) acquiring any right with respect to the purchase or
acquisition of its own shares in accordance with section
76C, 76D, 76DA or 76E;
(b) the variation of an agreement approved under section 76D or
76DA; or
10
(c) the release of any of the company’s obligations with respect
to the purchase or acquisition of any of its own shares under
an agreement approved under section 76D or 76DA,
may be made out of the company’s capital or profits so long as the
company is solvent.
(2) If the requirements in subsection (1) are not satisfied in relation
to an agreement 
15
(a) in a case within subsection (1)(a), no purchase or acquisition
by the company of its own shares in pursuance of that
agreement is lawful;
(b) in a case within subsection (1)(b), no such purchase or
acquisition following the variation is lawful; and
20
25
(c) in a case within subsection (1)(c), the purported release is
void.
(3) Every director or manager of a company who approves or
authorises, the purchase or acquisition of the company’s own shares
or the release of obligations, knowing that the company is not solvent
shall, without prejudice to any other liability, be guilty of an offence
and shall be liable on conviction to a fine not exceeding $100,000 or
to imprisonment for a term not exceeding 3 years.
(4) For the purposes of this section, a company is solvent if 
30
(a) the company is able to pay its debts in full at the time of the
payment referred to in subsection (1) and will be able to pay
its debts as they fall due in the normal course of business
during the period of 12 months immediately following the
date of the payment; and
23
5
(b) the value of the company’s assets is not less than the value
of its liabilities (including contingent liabilities) and will not
after the proposed purchase, acquisition or release, become
less than the value of its liabilities (including contingent
liabilities).
(5) In determining, for the purposes of subsection (4), whether the
value of a company’s assets is less than the value of its liabilities
(including contingent liabilities), the directors or managers of a
company 
10
(a) must have regard to 
(i) the most recent financial statements of the company
that comply with section 201(1A), (3) and (3A), as the
case may be; and
15
(ii) all other circumstances that the directors or managers
know or ought to know affect, or may affect, the value
of the company’s assets and the value of the company’s
liabilities (including contingent liabilities); and
(b) may rely on valuations of assets or estimates of liabilities
that are reasonable in the circumstances.
20
(6) In determining, for the purposes of subsection (5), the value of a
contingent liability, the directors or managers of a company may take
into account 
(a) the likelihood of the contingency occurring; and
25
(b) any claim the company is entitled to make and can
reasonably expect to be met to reduce or extinguish the
contingent liability.
Reduction of capital or profits or both on cancellation of
repurchased shares
30
76G. Where under section 76C, 76D, 76DA or 76E, shares of a
company are purchased or acquired, and cancelled under section
76B(5), the company shall 
(a) reduce the amount of its share capital where the shares were
purchased or acquired out of the capital of the company;
24
(b) reduce the amount of its profits where the shares were
purchased or acquired out of the profits of the company; or
5
(c) reduce the amount of its share capital and profits
proportionately where the shares were purchased or acquired
out of both the capital and the profits of the company,
by the total amount of the purchase price paid by the company for the
shares cancelled.
Treasury shares
10
76H.—(1) Where ordinary shares or stocks are purchased or
otherwise acquired by a company in accordance with sections 76B to
76G, the company may —
(a) hold the shares or stocks (or any of them); or
(b) deal with any of them, at any time, in accordance with
section 76K.
15
(2) Where ordinary shares or stocks are held under subsection
(1)(a) then, for the purposes of section 190 (Register and index of
members), the company shall be entered in the register as the member
holding those shares or stocks.
Treasury shares: maximum holdings
20
25
30
76I.—(1) Where a company has shares of only one class, the
aggregate number of shares held as treasury shares shall not at any
time exceed 10% of the total number of shares of the company at that
time.
(2) Where the share capital of a company is divided into shares of
different classes, the aggregate number of the shares of any class held
as treasury shares shall not at any time exceed 10% of the total
number of the shares in that class at that time.
(3) Where subsection (1) or (2) is contravened by a company, the
company shall dispose of or cancel the excess shares, in accordance
with section 76K before the end of the period of 6 months beginning
with the day on which that contravention occurs, or such further
period as the Registrar may allow.
25
(4) In subsection (3), “the excess shares” means such number of the
shares, held by the company as treasury shares at the time in question,
as resulted in the limit being exceeded.
Treasury shares: voting and other rights
5
76J.—(1) This section shall apply to shares which are held by a
company as treasury shares.
(2) The company shall not exercise any right in respect of the
treasury shares and any purported exercise of such a right is void.
10
15
(3) The rights to which subsection (2) applies include any right to
attend or vote at meetings (including meetings under section 210) and
for the purposes of this Act, the company shall be treated as having
no right to vote and the treasury shares shall be treated as having no
voting rights.
(4) No dividend may be paid, and no other distribution (whether in
cash or otherwise) of the company’s assets (including any distribution
of assets to members on a winding up) may be made, to the company
in respect of the treasury shares.
(5) Nothing in this section is to be taken as preventing 
20
(a) an allotment of shares as fully paid bonus shares in respect
of the treasury shares; or
25
(b) the subdivision or consolidation of any treasury share into
treasury shares of a smaller amount, if the total value of the
treasury shares after the subdivision or consolidation is the
same as the total value of the treasury share before the
subdivision or consolidation, as the case may be.
(6) Any shares allotted as fully paid bonus shares in respect of the
treasury shares shall be treated for the purposes of this Act as if they
were purchased by the company at the time they were allotted, in
circumstances in which section 76H applied.
30
Treasury shares: disposal and cancellation
76K.—(1) Where shares are held as treasury shares, a company
may at any time 
(a) sell the shares (or any of them) for cash;
26
(b) transfer the shares (or any of them) for the purposes of or
pursuant to an employees’ share scheme;
5
(c) transfer the shares (or any of them) as consideration for the
acquisition of shares in or assets of another company or
assets of a person;
(d) cancel the shares (or any of them); or
(e) sell, transfer or otherwise use the treasury shares for such
other purposes as the Minister may by order prescribe.
10
(2) In subsection (1)(a), “cash”, in relation to a sale of shares by a
company, means 
(a) cash (including foreign currency) received by the company;
(b) a cheque received by the company in good faith which the
directors have no reason for suspecting will not be paid;
15
(c) a release of a liability of the company for a liquidated sum;
or
(d) an undertaking to pay cash to the company on or before a
date not more than 90 days after the date on which the
company agrees to sell the shares.
20
25
30
(3) But if the company receives a notice under section 215 (Power
to acquire shares of shareholders dissenting from scheme or contract
approved by 90% majority) that a person desires to acquire any of the
shares, the company shall not, under subsection (1), sell or transfer
the shares to which the notice relates except to that person.
(4) The directors may take such steps as are requisite to enable the
company to cancel its shares under subsection (1) without complying
with section 78B (reduction of share capital by private company),
78C (reduction of share capital by public company) or 78I (Court
order approving reduction).
(5) Within 30 days of the cancellation or disposal of treasury shares
in accordance with subsection (1), the directors of the company shall
lodge with the Registrar the notice of the cancellation or disposal of
treasury shares in the prescribed form with such particulars as may be
required in the form, together with payment of the prescribed fee.”.
27
Amendment of section 78
27. Section 78 of the Companies Act is amended by inserting,
immediately after the words “such share capital” in the 5th and 6th lines,
the words “(except treasury shares)”.
5
New Division 3A of Part IV
28. The Companies Act is amended by inserting, immediately after
section 78, the following Division:
“Division 3A  Reduction of Share Capital
Preliminary
10
78A.(1) A company may reduce its share capital under the
provisions of this Division in any way and, in particular, do all or any
of the following:
(a) extinguish or reduce the liability on any of its shares in
respect of share capital not paid up;
15
(b) cancel any paid-up share capital which is lost or
unrepresented by available assets;
(c) return to shareholders any paid-up share capital which is
more than it needs.
20
(2) A company may not reduce its share capital in any way except
by a procedure provided for it by the provisions of this Division.
(3) A company’s memorandum or articles may exclude or restrict
any power to reduce share capital conferred on the company by this
Division.
(4) In this Division 
25
“Comptroller” means the Comptroller of Income Tax appointed
under section 3(1) of the Income Tax Act (Cap. 134);
“reduction information”, in relation to a proposed reduction of
share capital by a special resolution of a company, means the
following information:
30
(a) the amount of the company’s share capital that is thereby
reduced; and
28
(b) the number of shares that are thereby cancelled;
“resolution date”, in relation to a resolution, means the date when
the resolution is passed.
5
(5) This Division shall not apply to an unlimited company, and
shall not preclude such a company from reducing in any way its share
capital.
(6) This Division shall not apply to the purchase or acquisition or
proposed purchase or acquisition by a company of its own shares in
accordance with sections 76B to 76G.
10
Reduction of share capital by private company
78B.(1) A private company limited by shares may reduce its
share capital in any way by a special resolution if the company —
(a) sends to the Comptroller a notice —
(i) stating that the resolution has been passed; and
15
(ii) containing the text of the resolution and the resolution
date,
within 8 days beginning with the resolution date;
(b) meets the solvency requirements; and
20
(c) meets such publicity requirements as may be prescribed by
the Minister,
but the resolution and the reduction of the share capital shall take
effect only as provided by section 78E.
25
(2) Notwithstanding subsection (1), the company need not meet the
solvency requirements if the reduction of share capital is solely by
way of cancellation of any paid-up share capital which is lost or
unrepresented by available assets.
(3) For the purposes of subsection (1), the company meets the
solvency requirements if 
30
(a) all the directors of the company make a solvency statement
in relation to the reduction of capital; and
(b) the statement is made 
(i) in time for subsection (4)(a) to be complied with; but
29
(ii) not before the beginning of the period of 15 days
ending with the resolution date.
(4) Unless subsection (2) applies, the company 
(a) shall —
5
10
15
20
(i) if the resolution for reducing share capital is a special
resolution to be passed by written means under section
184A, ensure that every copy of the resolution served
under section 183(3A) or 184C(1) (as the case may be)
is accompanied by a copy of the solvency statement; or
(ii) if the resolution is a special resolution to be passed in a
general meeting, throughout that meeting make the
solvency statement or a copy of it available for
inspection by the members at that meeting; and
(b) shall, throughout the 6 weeks beginning with the resolution
date, make the solvency statement or a copy of it available at
the company’s registered office for inspection free of charge
by any creditor of the company.
(5) The resolution does not become invalid by virtue only of a
contravention of subsection (4), but every officer of the company
who is in default shall be guilty of an offence.
(6) Any requirement under subsection (4)(b) ceases if the resolution
is revoked.
Reduction of share capital by public company
25
78C.(1) A public company may reduce its share capital in any
way by a special resolution if the company —
(a) sends to the Comptroller a notice —
(i) stating that the resolution has been passed; and
(ii) containing the text of the resolution and the resolution
date,
30
within 8 days beginning with the resolution date;
(b) meets the solvency requirements; and
30
(c) meets such publicity requirements as may be prescribed by
the Minister,
but the resolution and the reduction of the share capital shall take
effect only as provided by section 78E.
5
(2) Notwithstanding subsection (1), the company need not meet the
solvency requirements if the reduction of share capital is solely by
way of cancellation of any paid-up share capital which is lost or
unrepresented by available assets.
(3) The company meets the solvency requirements if 
10
(a) all the directors of the company make a solvency statement
in relation to the reduction of share capital;
(b) the statement is made 
(i) in time for subsection (4)(a) to be complied with; but
15
(ii) not before the beginning of the period of 22 days
ending with the resolution date; and
(c) a copy of the solvency statement is lodged with the
Registrar, together with the copy of the resolution required
to be lodged with the Registrar under section 186, within 15
days beginning with the resolution date.
20
(4) Unless subsection (2) applies, the company shall 
(a) throughout the meeting at which the resolution is to be
passed, make the solvency statement or a copy of it
available for inspection by the members at the meeting; and
25
30
(b) throughout the 6 weeks beginning with the resolution date,
make the solvency statement or a copy of it available at the
company’s registered office for inspection free of charge by
any creditor of the company.
(5) The resolution does not become invalid by virtue only of a
contravention of subsection (4), but every officer of the company
who is in default shall be guilty of an offence.
(6) Any requirement under subsection (3)(c) or (4)(b) ceases if the
resolution is revoked.
31
Creditor’s right to object to company’s reduction
78D.—(1) This section shall apply where a company has passed a
special resolution for reducing share capital under section 78B or
78C.
5
10
(2) Any creditor of the company to which this subsection applies
may, at any time during the 6 weeks beginning with the resolution
date, apply to the Court for the resolution to be cancelled.
(3) Subsection (2) shall apply to a creditor of the company who, at
the date of his application to the Court, is entitled to any debt or claim
which, if that date were the commencement of the winding up of the
company, would be admissible in proof against the company.
(4) When an application is made under subsection (2) —
(a) the creditor shall as soon as possible serve the application on
the company; and
15
(b) the company shall as soon as possible give to the Registrar
notice of the application.
Position at end of period for creditor objections
78E.(1) Where —
20
25
(a) a private company passes a special resolution for reducing
its share capital and meets the requirements under section
78B(1)(a) and (c) and the solvency requirements under
section 78B(3) (if applicable); and
(b) no application for cancellation of the resolution has been
made under section 78D(2) during the 6 weeks beginning
with the resolution date,
for the reduction of share capital to take effect, the company must
lodge with the Registrar —
(i) a copy of the resolution in accordance with section 186; and
30
(ii) the following documents after the end of 6 weeks, and
before the end of 8 weeks, beginning with the resolution
date:
(A) a copy of the solvency statement under section
78B(3) (if applicable);
32
5
(B) a statement made by the directors confirming that
the requirements under section 78B(1)(a) and (c)
and the solvency requirements under section 78B(3)
(if applicable) have been complied with, and that no
application for cancellation of the resolution has
been made; and
(C) a notice containing the reduction information.
(2) Where 
10
15
(a) a public company passes a special resolution for reducing its
share capital and meets the requirements under section
78C(1)(a) and (c) and the solvency requirements (if
applicable) under section 78C(3); and
(b) no application for cancellation of the resolution has been
made under section 78D(2) during the 6 weeks beginning
with the resolution date,
for the reduction of share capital to take effect, the company must
lodge with the Registrar the following documents after the end of 6
weeks, and before the end of 8 weeks, beginning with the resolution
date:
20
25
(i) a statement made by the directors confirming that the
requirements under section 78C(1)(a) and (c) and the
solvency requirements under section 78C(3) (if applicable)
have been complied with, and that no application for
cancellation of the resolution has been made; and
(ii) a notice containing the reduction information.
(3) Where 
30
(a) a private company passes a special resolution for reducing
its share capital and meets the requirements under section
78B(1)(a) and (c) and the solvency requirements under
section 78B(3) (if applicable); but
(b) during the 6 weeks beginning with the resolution date, one
or more applications for cancellation of the resolution are
made under section 78D(2),
35
for the reduction of share capital to take effect, the following
conditions must be satisfied:
33
(i) the company has complied with section 78D(4)(b)
(notification to Registrar) in relation to all such applications;
(ii) the proceedings in relation to each such application have
been brought to an end —
5
(A) by the dismissal of the application under section
78F; or
(B) without determination (for example, because the
application has been withdrawn); and
10
15
20
(iii) the company has, within 15 days beginning with the date on
which the last such proceedings were brought to an end in
accordance with paragraph (ii), lodged with the Registrar —
(A) a statement made by the directors confirming that
the requirements under section 78B(1)(a) and (c),
the solvency requirements under section 78B(3) (if
applicable) and section 78D(4)(b) have been
complied with, and that the proceedings in relation
to each such application have been brought to an
end by the dismissal of the application or without
determination;
(B) in relation to each such application which has been
dismissed by the Court, a copy of the order of the
Court dismissing the application; and
(C) a notice containing the reduction information.
(4) Where 
25
30
(a) a public company passes a special resolution for reducing its
share capital and meets the requirements under section
78C(1)(a) and (c) and the solvency requirements under
section 78C(3) (if applicable); but
(b) during the 6 weeks beginning with the resolution date, one
or more applications for cancellation of the resolution are
made under section 78D(2),
for the reduction of capital to take effect, the following conditions
must be satisfied:
35
(i) the company has complied with section 78D(4)(b)
(notification to Registrar) in relation to all such applications;
34
(ii) the proceedings in relation to each such application have
been brought to an end —
(A) by the dismissal of the application under section
78F; or
5
(B) without determination (for example, because the
application has been withdrawn); and
(iii) the company has, within 15 days beginning with the date on
which the last such proceedings were brought to an end in
accordance with paragraph (ii), lodged with the Registrar —
10
15
20
(A) a statement made by the directors confirming that
the requirements under section 78C(1)(a) and (c),
the solvency requirements under section 78C(3) (if
applicable) and section 78D(4) have been complied
with, and that the proceedings in relation to each
such application have been brought to an end by the
dismissal of the application or without
determination;
(B) in relation to each such application which has been
dismissed by the Court, a copy of the order of the
Court dismissing the application; and
(C) a notice containing the reduction information.
25
(5) The resolution in a case referred to in subsection (1), (2), (3) or
(4), and the reduction of the share capital, shall take effect when the
Registrar has recorded the information lodged with him in the
appropriate register.
Power of Court where creditor objection made
78F.(1) An application by a creditor under section 78D shall be
determined by the Court in accordance with this section.
30
(2) The Court shall make an order cancelling the resolution if, at the
time the application is considered, the resolution has not been
cancelled previously, any debt or claim on which the application was
based is outstanding and the Court is satisfied that 
(a) the debt or claim has not been secured and the applicant
does not have other adequate safeguards for it; and
35
(b) it is not the case that security or other safeguards are
unnecessary in view of the assets that the company would
have after the reduction.
(3) Otherwise, the Court shall dismiss the application.
5
(4) Where the Court makes an order under subsection (2), the
company must send notice of the order to the Registrar within 15
days beginning with the date the order is made.
(5) If a company contravenes subsection (4), every officer of the
company who is in default shall be guilty of an offence.
10
(6) For the purposes of this section, a debt is outstanding if it has
not been discharged, and a claim is outstanding if it has not been
terminated.
Reduction by special resolution subject to Court approval
15
78G.—(1) A company limited by shares may, as an alternative to
reducing its share capital under section 78B or 78C, reduce it in any
way by a special resolution approved by an order of the Court under
section 78I, but the resolution and the reduction of the share capital
shall not take effect until 
(a) that order has been made;
20
(b) the company has complied with section 78I(3) (lodgment of
information with Registrar); and
(c) the Registrar has recorded the information lodged with him
under section 78I(3) in the appropriate register.
(2) The company shall —
25
(a) within 8 days beginning with the resolution date; and
(b) in any case, before making an application to the Court under
subsection (1),
30
send to the Comptroller a notice stating that the resolution has been
passed and containing the text of the resolution and the resolution
date.
36
Creditor protection
78H.(1) This section shall apply if a company makes an
application under section 78G(1) and the proposed reduction of share
capital involves either 
5
(a) a reduction of liability in respect of unpaid share capital; or
(b) the payment to a shareholder of any paid-up share capital,
and also applies if the Court so directs in any other case where a
company makes an application under that section.
10
(2) Upon the application to the Court, the Court shall settle a list of
qualifying creditors.
(3) If the proposed reduction of share capital involves either 
(a) a reduction of liability in respect of unpaid share capital; or
(b) the payment to a shareholder of any paid-up share capital,
15
the Court may, if having regard to any special circumstances of the
case it thinks it appropriate to do so, direct that any class or classes of
creditors shall not be qualifying creditors.
(4) For the purpose of settling the list of qualifying creditors, the
Court 
20
25
(a) shall ascertain, as far as possible without requiring an
application from any creditor, the names of qualifying
creditors and the nature and amount of their debts or claims;
and
(b) may publish notices fixing a day or days within which
creditors not included in the list are to claim to be so
included or are to be excluded from the list.
(5) Any officer of the company who 
(a) intentionally conceals the name of a qualifying creditor;
(b) intentionally misrepresents the nature or amount of the debt
or claim of any creditor; or
37
(c) aids, abets or is privy to any such concealment or
misrepresentation,
5
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.
10
(6) In this section and section 78I but subject to subsection (3),
“qualifying creditor” means a creditor of the company who, at a date
fixed by the Court, is entitled to any debt or claim which, if that date
were the commencement of the winding up of the company, would be
admissible in proof against the company.
Court order approving reduction
15
78I.(1) On an application by a company under section 78G(1),
the Court may, subject to subsection (2), make an order approving the
reduction in share capital unconditionally or on such terms and
conditions as it thinks fit.
(2) If, at the time the Court considers the application, there is a
qualifying creditor within the meaning of section 78H 
(a) who is included in the Court’s list of qualifying creditors
under that section; and
20
(b) whose claim has not been terminated or whose debt has not
been discharged,
the Court must not make an order approving the reduction unless
satisfied, as respects each qualifying creditor, that 
(i) he has consented to the reduction;
25
(ii) his debt or claim has been secured or he has other adequate
safeguards for it; or
(iii) security or other safeguards are unnecessary in view of the
assets the company would have after the reduction.
30
(3) Where an order is made under this section approving a
company’s reduction in share capital, the company shall (for the
reduction to take effect) lodge with the Registrar 
(a) a copy of the order; and
38
(b) a notice containing the reduction information,
within 90 days beginning with the date the order is made, or within
such longer period as the Registrar may, on the application of the
company and on receiving the prescribed fee, allow.
5
Offences for making groundless or false statements
78J. A director making a statement under section 78E(1)(ii)(B),
(2)(i), (3)(iii)(A) or (4)(iii)(A) shall be guilty of an offence if the
statement 
(a) is false; and
10
(b) is not believed by him to be true.
Liability of members on reduced shares
15
78K. Where a company’s share capital is reduced under any
provision of this Division, a member of the company (past or present)
is not liable in respect of the issue price of any share to any call or
contribution greater in amount than the difference (if any) between 
(a) the issue price of the share; and
(b) the aggregate of the amount paid up on the share (if any) and
the amount reduced on the share.”.
Amendment of section 79
20
29. Section 79(3) of the Companies Act is amended by deleting the
words “having the same nominal amount as the amount of that stock and”.
Amendment of section 81
30. Section 81 of the Companies Act is amended 
25
(a) by deleting subsections (1) and (2) and substituting the following
subsections:
“(1) For the purposes of this Division, a person has a
substantial shareholding in a company if —
(a) he has an interest or interests in one or more voting
shares in the company; and
39
(b) the total votes attached to that share, or those shares,
is not less than 5% of the total votes attached to all the
voting shares in the company.
5
(2) For the purposes of this Division, a person has a
substantial shareholding in a company, being a company the
share capital of which is divided into 2 or more classes of
shares, if —
(a) he has an interest or interests in one or more voting
shares included in one of those classes; and
10
(b) the total votes attached to that share, or those shares,
is not less than 5% of the total votes attached to all the
voting shares included in that class.”; and
(b) by deleting subsections (4) and (5) and substituting the following
subsection:
15
“(4) In this section and section 83, “voting shares” exclude
treasury shares.”.
Amendment of section 83
31. Section 83(3) of the Companies Act is amended 
20
(a) by deleting the words “aggregate of the nominal amount of the
voting shares” and substituting the words “total votes attached to
all the voting shares”; and
(b) by deleting the words “percentage of the nominal amount of” and
substituting the words “percentage of the total votes attached to”.
Amendment of section 123
25
32. Section 123(2) of the Companies Act is amended by deleting
paragraph (c) and substituting the following paragraph:
“(c) the class of the shares, the amount paid on the shares, the
amount (if any) unpaid on the shares and the extent to which
the shares are paid up.”.
30
Amendment of section 125
33. Section 125 of the Companies Act is amended by inserting,
immediately after subsection (2), the following subsection:
40
5
“(3) Any duplicate certificate issued on or after the date of
commencement of section 33 of the Companies (Amendment) Act
2005 in respect of a share certificate issued before that date shall
state, in place of the historical nominal value of the shares, the
amount paid on the shares and the amount (if any) unpaid on the
shares.”.
Amendment of section 130A
34. Section 130A of the Companies Act is amended —
10
(a) by deleting the word “listed” in the definition of “book-entry
securities”; and
(b) by deleting the definition of “listed securities”.
Amendment of section 130P
35. Section 130P of the Companies Act is amended by inserting,
immediately after paragraph (g), the following paragraph:
15
20
“(ga) any requirement for fees charged by the Depository to be
approved by a regulatory authority, and regulations made
under this paragraph may provide —
(i) that the regulatory authority may require the Depository
to furnish it with such information or documents as the
Authority considers necessary for such approval;
(ii) that a contravention of any specified provision in the
regulations shall be an offence; and
25
(iii) for penalties not exceeding a fine of $150,000 for each
offence and, in the case of a continuing offence, a
further penalty not exceeding a fine of 10% of the
maximum fine prescribed for that offence for every day
or part thereof during which the offence continues after
conviction;”.
Amendment of section 163
30
36. Section 163 of the Companies Act is amended 
(a) by deleting the words “shares in the other company of a nominal
value equal to 20% or more of the nominal value of its equity
share capital” in the 9th, penultimate and last lines of subsection
41
(1) and substituting the words “20% or more of the total number
of equity shares in the other company (excluding treasury
shares)”; and
5
(b) by deleting paragraph (a) of subsection (2) and substituting the
following paragraph:
“(a) is or together are interested in 20% or more of the
total number of equity shares in the other company
(excluding treasury shares); or”.
Amendment of section 164A
10
37. Section 164A(1) of the Companies Act is amended 
(a) by inserting, immediately after the word “company” in
paragraph (a), the words “(excluding the company itself if it is
registered as a member)”; and
15
(b) by deleting paragraph (b) and substituting the following
paragraph:
“(b) a member or members with at least 5% of the total
number of issued shares of the company (excluding
treasury shares),”.
Amendment of section 176
20
38. Section 176 of the Companies Act is amended by inserting,
immediately after subsection (1), the following subsection:
“(1A) For the purposes of subsection (1), any of the company’s
paid-up capital held as treasury shares shall be disregarded.”.
Amendment of section 177
25
39. Section 177 of the Companies Act is amended 
(a) by deleting the words “10% of the issued share capital” in
subsection (1) and substituting the words “10% of the total
number of issued shares of the company (excluding treasury
shares)”; and
30
(b) by deleting paragraph (b) of subsection (3) and substituting the
following paragraph:
42
5
“(b) in the case of any other meeting, by a majority in
number of the members having a right to attend and
vote thereat, being a majority which together holds not
less than 95% of the total voting rights of all the
members having a right to vote at that meeting.”.
Amendment of section 179
40. Section 179 of the Companies Act is amended by inserting,
immediately after subsection (7), the following subsection:
10
“(8) For the purposes of this section, any reference to a member of
a company does not include the company itself where it is such a
member by virtue of its holding shares as treasury shares.”.
Amendment of section 184
41. Section 184 of the Companies Act is amended 
15
20
(a) by deleting the words “95% in nominal value of the shares
giving that right or, in the case of a company not having a share
capital, together represents not less than 95% of the total voting
rights that could be exercised at that meeting” in the 4th to 8th
lines of subsection (2) and substituting the words “95% of the
total voting rights of all the members having a right to vote at
that meeting”;
(b) by deleting paragraph (b) of subsection (4) and substituting the
following paragraph:
25
“(b) if no such provision is made by the articles, by
3 members so entitled, or by one or 2 members so
entitled, if 
(i) that member holds or those 2 members together
hold not less than 10% of the total number of
paid-up shares of the company (excluding
treasury shares); or
30
(ii) that member represents or those 2 members
together represent not less than 10% of the total
voting rights of all the members having a right to
vote at that meeting.”; and
43
(c) by inserting, immediately after subsection (4), the following
subsection:
5
“(4A) For the purposes of subsection (4), any reference to a
member does not include a reference to a company itself where
it is registered as a member.”.
Amendment of section 184A
42. Section 184A of the Companies Act is amended —
(a) by inserting, immediately after subsection (4), the following
subsection:
10
15
“(4A) A resolution referred to in section 76(9B)(e) is passed
by written means if the resolution indicates that it is a
resolution referred to in that provision and if it has been
formally agreed on any date by all the members of the
company who on that date would have the right to vote on that
resolution at a general meeting of the company.”; and
(b) by deleting the words “subsection (3) or (4)” in subsection (6)
and substituting the words “subsection (3), (4) or (4A)”.
Amendment of section 190
20
43. Section 190 of the Companies Act is amended by inserting,
immediately after subsection (2), the following subsection:
“(2A) Where a company purchases one or more of its own shares or
stocks in circumstances in which section 76H applies 
25
(a) the requirements of subsections (1)(a), (b) and (c) and (2)
shall be complied with unless the company cancels all of the
shares or stocks immediately after the purchase in
accordance with section 76K(1); but
(b) any share or stock which is so cancelled shall be disregarded
for the purposes of subsections (1)(a) and (2).”.
Amendment of section 205B
30
44. Section 205B of the Companies Act is amended by deleting
subsection (6) and substituting the following subsection:
“(6) Any member or members holding not less than 5% of the total
number of issued shares of the company (excluding treasury shares)
44
5
or any class of those shares (excluding treasury shares), or not less
than 5% of the total number of members of the company (excluding
the company itself if it is registered as a member) may, by notice in
writing to the company during a financial year but not later than one
month before the end of that year, require the company to obtain an
audit of its accounts for that year.”.
Amendment of section 206
45. Section 206(1) of the Companies Act is amended by deleting
paragraph (b) and substituting the following paragraph:
10
“(b) the holders in aggregate of not less than 5% of the total
number of issued shares of the company (excluding treasury
shares),”.
Deletion and substitution of heading to Part VII
15
46. Part VII of the Companies Act is amended by deleting the Part
heading and substituting the following Part heading:
“ARRANGEMENTS, RECONSTRUCTIONS AND
AMALGAMATIONS”.
Amendment of section 212
20
47. Section 212 of the Companies Act is amended by deleting the
marginal note and inserting the following section heading:
“Approval of compromise or arrangement by Court”.
Amendment of section 215
48. Section 215 of the Companies Act is amended 
25
30
(a) by deleting the words “90% in nominal value of those shares” in
the 9th and 10th lines of subsection (1) and substituting the
words “90% of the total number of those shares (excluding
treasury shares)”;
(b) by inserting, immediately after the words “other than shares
already held at the date of the offer by the transferee company”
in the 10th and 11th lines of subsection (1), the words “, and
excluding any shares in the company held as treasury shares”;
and
45
(c) by deleting the words “90% in nominal value of the shares” in
subsection (3) and substituting the words “90% of the total
number of the shares (excluding treasury shares)”.
New sections 215A to 215J
5
49. The Companies Act is amended by inserting, immediately after
section 215, the following sections:
“Amalgamations
10
215A. Without prejudice to section 212 and any other law relating
to the merger or amalgamation of companies, 2 or more companies
may amalgamate and continue as one company, which may be one of
the amalgamating companies or a new company, in accordance with
sections 215B to 215G, where applicable.
Amalgamation proposal
15
215B.(1) An amalgamation proposal shall contain the terms of an
amalgamation under section 215A and, in particular 
(a) the name of the amalgamated company;
(b) the registered office of the amalgamated company;
(c) the full name and residential address of every director of the
amalgamated company;
20
(d) the share structure
specifying 
of
the
amalgamated
company,
(i) the number of shares of the amalgamated company;
25
(ii) the rights, privileges, limitations and conditions
attached to each share of the amalgamated company;
and
(iii) whether the shares are transferable or non-transferable
and, if transferable, whether their transfer is subject to
any condition or limitation;
(e) a copy of the memorandum of the amalgamated company;
30
(f) the manner in which the shares of each amalgamating
company are to be converted into shares of the amalgamated
company;
46
(g) if shares of an amalgamating company are not to be
converted into shares of the amalgamated company, the
consideration that the holders of those shares are to receive
instead of shares of the amalgamated company;
5
10
(h) any payment to be made to any member or director of an
amalgamating company, other than a payment of the kind
described in paragraph (g); and
(i) details of any arrangement necessary to complete the
amalgamation and to provide for the subsequent
management and operation of the amalgamated company.
(2) An amalgamation proposal may specify the date on which the
amalgamation is intended to become effective.
15
(3) If shares of one of the amalgamating companies are held by or
on behalf of another of the amalgamating companies, the
amalgamation proposal 
(a) shall provide for the cancellation of those shares without
payment or the provision of other consideration when the
amalgamation becomes effective; and
20
(b) shall not provide for the conversion of those shares into
shares of the amalgamated company.
(4) A cancellation of shares under this section shall not be deemed
to be a reduction of share capital within the meaning of this Act.
(5) For the purposes of subsection (1)(a), the name of the
amalgamated company may be —
25
(a) the name of one of the amalgamating companies; or
(b) a new name that has been reserved under section 27(12).
Manner of approving amalgamation proposal
215C.(1) An amalgamation proposal shall be approved 
30
(a) subject to the memorandum of each amalgamating company,
by the members of each amalgamating company by special
resolution at a general meeting; and
(b) by any other person, where any provision in the
amalgamation proposal would, if contained in any
amendment to the memorandum of an amalgamating
47
company or otherwise proposed in relation to that company,
require the approval of that person.
(2) The board of directors of each amalgamating company shall,
before the general meeting referred to in subsection (1)(a) 
5
(a) resolve that the amalgamation is in the best interest of the
amalgamating company;
(b) make a solvency statement in relation to the amalgamating
company in accordance with section 215I; and
10
(c) make a solvency statement in relation to the amalgamated
company in accordance with section 215J.
(3) Every director who votes in favour of the resolution and the
making of the statements referred to in subsection (2) shall sign a
declaration stating 
15
(a) that, in his opinion, the conditions specified in subsection
(2)(a), section 215I(1)(a) and (b) (in relation to the
amalgamating company) and section 215J(1)(a) and (b) (in
relation to the amalgamated company) are satisfied; and
(b) the grounds for that opinion.
20
(4) The board of directors of each amalgamating company shall
send to every member of the amalgamating company, not less than
21 days before the general meeting referred to in subsection (1)(a) 
(a) a copy of the amalgamation proposal;
(b) a copy of the declarations given by the directors under
subsection (3);
25
30
(c) a statement of any material interests of the directors,
whether in that capacity or otherwise; and
(d) such further information and explanation as may be
necessary to enable a reasonable member of the
amalgamating company to understand the nature and
implications, for the amalgamating company and its
members, of the proposed amalgamation.
(5) The directors of each amalgamating company shall, not less
than 21 days before the general meeting referred to in subsection
(1)(a) 
48
(a) send a copy of the amalgamation proposal to every secured
creditor of the amalgamating company; and
5
10
15
(b) cause to be published in at least one daily English
newspaper circulating generally in Singapore a notice of the
proposed amalgamation, including a statement that 
(i) copies of the amalgamation proposal are available for
inspection by any member or creditor of an
amalgamating company at the registered offices of the
amalgamating companies and at such other place as
may be specified in the notice during ordinary business
hours; and
(ii) a member or creditor of an amalgamating company is
entitled to be supplied free of charge with a copy of the
amalgamation proposal upon request to an
amalgamating company.
(6) Any director who contravenes subsection (3) shall be guilty of
an offence.
Short form amalgamation
20
25
215D.(1) A company (referred to in this subsection as the
amalgamating holding company) and one or more of its whollyowned subsidiaries (referred to in this subsection as the
amalgamating subsidiary company) may amalgamate and continue as
one company, being the amalgamated holding company, without
complying with sections 215B and 215C if the members of each
amalgamating company, by special resolution at a general meeting,
resolve to approve an amalgamation of the amalgamating companies
on the terms that 
(a) the shares of each amalgamating subsidiary company will be
cancelled without any payment or any other consideration;
30
35
(b) the memorandum of the amalgamated company will be the
same as the memorandum of the amalgamating holding
company;
(c) the directors of the amalgamating holding company and
every amalgamating subsidiary company are satisfied that
the amalgamated company will be able to pay its debts as
49
they fall due during the period of 12 months immediately
after the date on which the amalgamation is to become
effective; and
5
10
(d) the person or persons named in the resolution will be the
director or directors, respectively, of the amalgamated
company.
(2) Two or more wholly-owned subsidiary companies of the same
corporation may amalgamate and continue as one company without
complying with sections 215B and 215C if the members of each
amalgamating company, by special resolution at a general meeting,
resolve to approve an amalgamation of the amalgamating companies
on the terms that 
(a) the shares of all but one of the amalgamating companies will
be cancelled without payment or other consideration;
15
20
(b) the memorandum of the amalgamated company will be the
same as the memorandum of the amalgamating company
whose shares are not cancelled;
(c) the directors of every amalgamating company are satisfied
that the amalgamated company will be able to pay its debts
as they fall due during the period of 12 months immediately
after the date on which the amalgamation is to become
effective; and
25
(d) the person or persons named in the resolution will be the
director or directors, respectively, of the amalgamated
company.
30
(3) The directors of each amalgamating company shall, not less
than 21 days before the general meeting referred to in subsection (1)
or (2), as the case may be, give written notice of the proposed
amalgamation to every secured creditor of the amalgamating
company.
(4) The resolution referred to in subsection (1) or (2), as the case
may be, shall be deemed to be an amalgamation proposal that has
been approved.
35
(5) The board of directors of each amalgamating company shall,
before the date of the general meeting referred to in subsection (1) or
50
(2), as the case may be, make a solvency statement in relation to the
amalgamated company in accordance with section 215J.
5
(6) Every director who votes in favour of the making of the
solvency statement referred to in subsection (5) shall sign a
declaration stating 
(a) that, in his opinion, the conditions specified in section
215J(1)(a) and (b) are satisfied; and
(b) the grounds for that opinion.
10
(7) Any director who contravenes subsection (6) shall be guilty of
an offence.
(8) A cancellation of shares under this section shall not be deemed
to be a reduction of share capital within the meaning of this Act.
Registration of amalgamation
15
215E.—(1) For the purpose of effecting an amalgamation, the
following documents shall be filed with the Registrar, in the
prescribed form with such particulars as may be required in the form,
together with payment of the prescribed fee:
(a) the amalgamation proposal that has been approved;
20
(b) any declaration required under section 215C or 215D, as the
case may be;
(c) a declaration signed by the directors of each amalgamating
company stating that the amalgamation has been approved
in accordance with this Act and the memorandum of the
amalgamating company;
25
30
(d) where the amalgamated company is a new company or the
amalgamation proposal provides for a change of the name of
the amalgamated company, a copy of any notice or other
documentary evidence that the name which it is proposed to
be registered or the proposed new name, as the case may be,
has been reserved under section 27(12); and
(e) a declaration signed by the directors, or proposed directors,
of the amalgamated company stating that, where the
proportion of the claims of the creditors of the amalgamated
company in relation to the value of the assets of the
51
amalgamated company is greater than the proportion of the
claims of the creditors of an amalgamating company in
relation to the value of the assets of the amalgamating
company, no creditor will be prejudiced by that fact.
5
(2) Where the amalgamated company is a new company —
(a) section 19(1)(a) and (c) shall be deemed to have been
complied with if, and only if, subsection (1) has been
complied with; and
10
(b) the reference to a person named in the articles as a director
or the secretary of the proposed company in section 19(2)(b)
includes a reference to a proposed director of the
amalgamated company.
Notice of amalgamation, etc.
15
215F.(1) Upon the receipt of the relevant documents and fees,
the Registrar shall 
(a) if the amalgamated company is the same as one of the
amalgamating companies, issue a notice of amalgamation in
such form as the Registrar may determine; or
20
25
30
(b) if the amalgamated company is a new company, issue a
notice of amalgamation in such form as the Registrar may
determine together with the notice of incorporation under
section 19(4).
(2) Where an amalgamation proposal specifies a date on which the
amalgamation is intended to become effective, and that date is the
same as or later than the date on which the Registrar receives the
relevant documents and fees referred to in subsection (1), the notice
of amalgamation and any notice of incorporation issued by the
Registrar shall be expressed to have effect on the date specified in the
amalgamation proposal.
(3) The Registrar shall, as soon as practicable after the effective
date of an amalgamation, remove the amalgamating companies, other
than the amalgamated company, from the register.
(4) Upon the application of the amalgamated company and payment
of the prescribed fee, the Registrar shall issue to the amalgamated
52
company a certificate of confirmation of amalgamation under his
hand and seal.
Effect of amalgamations
215G. On the date shown in a notice of amalgamation 
5
(a) the amalgamation shall be effective;
(b) the amalgamated company shall have the name specified in
the amalgamation proposal;
10
(c) all the property, rights and privileges of each of the
amalgamating companies shall be transferred to and vest in
the amalgamated company;
(d) all the liabilities and obligations of each of the
amalgamating companies shall be transferred to and become
the liabilities and obligations of the amalgamated company;
15
(e) all proceedings pending by or against any amalgamating
company may be continued by or against the amalgamated
company;
(f) any conviction, ruling, order or judgment in favour of or
against an amalgamating company may be enforced by or
against the amalgamated company; and
20
(g) the shares and rights of the members in the amalgamating
companies shall be converted into the shares and rights
provided for in the amalgamation proposal.
Power of Court in certain cases
25
30
215H.—(1) If the Court is satisfied that giving effect to an
amalgamation proposal would unfairly prejudice a member or
creditor of an amalgamating company or a person to whom an
amalgamating company is under an obligation, it may, on the
application of that person made at any time before the date on which
the amalgamation becomes effective, make any order it thinks fit in
relation to the amalgamation proposal, and may, without limiting the
generality of this subsection, make an order —
(a) directing that effect must not be given to the amalgamation
proposal;
53
(b) modifying the amalgamation proposal in such manner as
may be specified in the order; or
5
(c) directing the amalgamating company or its board of
directors to reconsider the amalgamation proposal or any
part thereof.
(2) An order may be made under subsection (1) on such terms or
conditions as the Court thinks fit.
Solvency statement in relation to amalgamating company and
offence for making false statement
10
15
20
215I.—(1) For the purposes of section 215C(2)(b), “solvency
statement”, in relation to an amalgamating company, means a
statement by the board of directors of the amalgamating company that
it has formed the opinion —
(a) that, as regards the amalgamating company’s situation at the
date of the statement, there is no ground on which the
amalgamating company could then be found to be unable to
pay its debts; and
(b) that, at the date of the statement, the value of the
amalgamating company’s assets is not less than the value of
its liabilities (including contingent liabilities),
being a statement which complies with subsection (2).
(2) The solvency statement 
25
30
(a) if the amalgamating company is exempt from audit
requirements under section 205B or 205C, shall be in the
form of a statutory declaration; or
(b) if the amalgamating company is not such a company, shall
be in the form of a statutory declaration or shall be
accompanied by a report from its auditor that he has
inquired into the affairs of the amalgamating company and
is of the opinion that the statement is not unreasonable given
all the circumstances.
(3) In forming an opinion for the purposes of subsection (1)(a) and
(b), the directors shall take into account all liabilities of the
amalgamating company (including contingent liabilities).
54
(4) In determining, for the purposes of subsection (1)(b), whether
the value of the amalgamating company’s assets is or will become
less than the value of its liabilities (including contingent liabilities),
the board of directors of the amalgamating company —
5
(a) shall have regard to —
(i) the most recent financial statements of the
amalgamating company that comply with section
201(1A), (3) and (3A), as the case may be; and
10
15
(ii) all other circumstances that the directors know or ought
to know affect, or may affect, the value of the
amalgamating company’s assets and the value of the
amalgamating
company’s
liabilities
(including
contingent liabilities); and
(b) may rely on valuations of assets or estimates of liabilities
that are reasonable in the circumstances.
(5) In determining, for the purposes of subsection (4), the value of a
contingent liability, the board of directors of the amalgamating
company may take into account —
(a) the likelihood of the contingency occurring; and
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25
30
(b) any claim the amalgamating company is entitled to make
and can reasonably expect to be met to reduce or extinguish
the contingent liability.
(6) Any director of an amalgamating company who votes in favour
of or otherwise causes a solvency statement under this section to be
made without having reasonable grounds for the opinions expressed
in it shall be guilty of an offence and shall be liable on conviction to a
fine not exceeding $100,000 or to imprisonment for a term not
exceeding 3 years or to both.
Solvency statement in relation to amalgamated company and
offence for making false statement
215J.—(1) For the purposes of sections 215C(2)(c) and 215D(5),
“solvency statement”, in relation to an amalgamated company, means
a statutory declaration by the board of directors of each amalgamating
company that it has formed the opinion 
55
(a) that the amalgamated company will be able to pay its debts
as they fall due during the period of 12 months immediately
after the date on which the amalgamation is to become
effective; and
5
10
(b) that the value of the amalgamated company’s assets will not
be less than the value of its liabilities (including contingent
liabilities).
(2) In forming an opinion for the purposes of subsection (1)(a) and
(b), the directors shall take into account all liabilities of the
amalgamated company (including contingent liabilities).
(3) In determining, for the purposes of subsection (1)(b), whether
the value of the amalgamated company’s assets will become less than
the value of its liabilities (including contingent liabilities), the board
of directors of each amalgamating company —
15
(a) shall have regard to —
(i) the most recent financial statements of the
amalgamating company and the other amalgamating
companies that comply with section 201(1A), (3) and
(3A), as the case may be; and
20
25
(ii) all other circumstances that the directors know or ought
to know affect, or may affect, the value of the
amalgamated company’s assets and the value of the
amalgamated
company’s
liabilities
(including
contingent liabilities); and
(b) may rely on valuations of assets or estimates of liabilities
that are reasonable in the circumstances.
(4) In determining, for the purposes of subsection (3), the value of a
contingent liability, the board of directors of each amalgamating
company may take into account —
30
(a) the likelihood of the contingency occurring; and
(b) any claim the amalgamated company is entitled to make and
can reasonably expect to be met to reduce or extinguish the
contingent liability.
35
(5) Any director of an amalgamating company who votes in favour
of or otherwise causes a solvency statement under this section to be
56
made without having reasonable grounds for the opinions expressed
in it shall be guilty of an offence and shall be liable on conviction to a
fine not exceeding $100,000 or to imprisonment for a term not
exceeding 3 years or to both.”.
5
Amendment of section 232
50. Section 232(1) of the Companies Act is amended by deleting subparagraph (i) of paragraph (a) and substituting the following
sub-paragraph:
10
“(i) not less than 200 members (excluding the company itself if
it is registered as a member) or of members holding not less
than 10% of the shares issued (excluding treasury shares);
or”.
Amendment of section 268
15
51. Section 268(4) of the Companies Act is amended by inserting,
immediately after the words “issued capital of the company”, the words
“(excluding treasury shares)”.
Amendment of section 401
52. Section 401(1) of the Companies Act is amended 
20
25
(a) by deleting the words “or in which the amount of nominal or
authorised capital is stated without the words “nominal” or
“authorised”, or in which the amount of capital or authorised” in
the 3rd to 6th lines and substituting the words “, or in which the
amount of capital”; and
(b) by deleting the words “amount of authorised or subscribed
capital” in the 8th and 9th lines and substituting the words
“amount of subscribed capital”.
Amendment of section 403
53. Section 403 of the Companies Act is amended 
30
(a) by deleting the words “or pursuant to section 69” in subsection
(1);
(b) by inserting, immediately after subsection (1), the following
subsections:
57
“(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.
5
10
(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.”; and
(c) by deleting the words “out of what he knows is not profits except
pursuant to section 69” in the 2nd and 3rd lines of subsection (2)
and substituting the words “in contravention of this section”.
15
Amendment of Second Schedule
54. The Second Schedule to the Companies Act is amended by deleting
item 22 and substituting the following item:
“22.
20
372(2)
Lodgment of notice of increase in authorised
share capital
$10”.
Amendment of Fourth Schedule
55. The Fourth Schedule to the Companies Act is amended 
(a) by deleting the words “(whether on account of the nominal value
of the shares or by way of premium)” in the 2nd and 3rd lines of
regulation 13;
25
(b) by deleting the words “exceed 25% of the nominal value of the
share or” in the 5th and 6th lines of regulation 13;
(c) by deleting the words “, whether on account of the nominal value
of the share or by way of premium,” in regulations 17 and 35;
30
(d) by deleting the words “, but the minimum shall not exceed the
nominal amount of the shares from which the stock arose” in
regulation 37;
(e) by deleting the words “, any capital redemption reserve fund or
any share premium account” in regulation 42; and
58
5
(f) by deleting the words “A share premium account and a capital
redemption reserve may, for the purposes of this regulation, be
applied only in the paying up of unissued shares to be issued to
members of the company as fully paid bonus shares.” in the 14th
to 18th lines of regulation 106.
Amendment of Sixth Schedule
56. Part I of the Sixth Schedule to the Companies Act is amended by
deleting the following:
“The nominal share
10
15
$
capital of the company
Shares of $
each: $
Divided into
Shares of $
each: $
Shares of $
each: $
Shares of $
each: $”,
Amount (if any) of
above capital which
consists of redeemable
preference shares
and substituting the following:
“The issued share capital
20
$
of the company
Shares of $
Divided into
Shares of $
Shares of $
25
Amount (if any) of
above capital which
consists of redeemable
preference shares
Shares of $”.
Related amendments to Trust Companies Act
57. The Trust Companies Act (Cap. 336) is amended —
(a) by deleting the word “authorised” in section 3(b) and (e) and
substituting in each case the word “share”; and
30
(b) by deleting item 2 in the Schedule and substituting the following
item:
$
“2. For certificate of registration
¢
100 00”.
59
Consequential amendments to other written laws
58. The provisions of the Acts specified in the first column of the
Schedule are amended in the manner set out in the second column thereof.
THE SCHEDULE
Section 58
CONSEQUENTIAL AMENDMENTS
First column
Second column
(1) Architects Act
(Chapter 12, 2000 Ed.)
Section 20(1)
Delete paragraph (b) and substitute the following
paragraph:
“(b) it has a paid-up capital of at least
$1 million;”.
(2) Banking Act
(Chapter 19, 2003 Ed.)
(a) Section 15A(3)
Delete the words “nominal amount of” and
substitute the words “total votes attached to”.
(b) Section 15B(3)
(i)
Insert, immediately after the words “not
less than 12% of the” in paragraph (a) of
the definition of “12% controller”, the
words “total number of issued”.
(ii) Insert, immediately after the words “not
less than 20% of the” in paragraph (a) of
the definition of “20% controller”, the
words “total number of issued”.
(3) Broadcasting Act
(Chapter 28, 2003 Ed.)
Section 35(3)
Delete the words “nominal amount of” and
substitute the words “total votes attached to”.
(4) CISCO (Dissolution) Act
2005
(Act 3 of 2005)
Section 5
(i)
Delete the word “nominal” wherever it
appears in paragraphs (a) and (b) of
subsection (4).
(ii) Delete subsection (5).
60
First column
Second column
(5) Economic Development
Board Act
(Chapter 85, 2001 Ed.)
Section 10(3)(a)
Delete the word “nominal” wherever it appears.
(6) Insurance Act
(Chapter 142, 2002 Ed.)
Section 26
Delete the word “authorised”.
(7) Land Surveyors Act
(Chapter 156, 2002 Ed.)
Section 22(1)
Delete paragraph (b) and substitute the following
paragraph:
“(b) it has a paid-up capital of at least
$1 million;”.
(8) Monetary Authority of
Singapore Act
(Chapter 186, 1999 Ed.)
(a) Section 5
Repeal and substitute the following section:
“Paid-up capital
5.—(1) The paid-up capital of the Authority
shall be $100 million.
(2) The paid-up capital may be increased
from time to time by such amount as the
Government may approve.
(3) The payment of such increase in the paidup capital may be made by way of transfers
from the General Reserve Fund or by such
other means as the Government, in consultation
with the board, may from time to time
approve.”.
(b) Section 23
Delete subsection (2)
following subsection:
and
substitute
the
61
First column
Second column
“(2) For the purposes of subsection (1)(o)
and section 30(d), the Government or a public
authority shall have a substantial interest in a
company if it, either by itself or together with
any other public authority, has an interest or
interests in one or more voting shares in the
company and the vote or votes attached to that
share, or the total votes attached to those shares
either held by itself or together with any other
public authority, is not less than 20% of the
total votes attached to all the voting shares in
the company.”.
(9) Newspaper and Printing
Presses Act
(Chapter 206, 2002 Ed.)
(a) Section 10(14)
Delete the words “shall have the same par value
as ordinary shares but”.
(b) Section 11(3)
Delete the words “nominal amount of” and
substitute the words “total votes attached to”.
(10) Police Force Act 2004
(Act 24 of 2004)
Section 88(1)
Delete paragraph (b) and substitute the following
paragraph:
“(b) if he is not a citizen of Singapore, enter
into any agreement or arrangement,
whether oral or in writing and whether
express or implied, to act together with
any other person (whether or not a
citizen of Singapore) with respect to the
acquisition, holding or disposal of, or the
exercise of rights in relation to, their
interests in voting shares in an employer
of an Auxiliary Police Force, of —
(i)
where the employer is a company,
an aggregate of more than 50% of
the total votes attached to all
voting shares in the employer; or
62
First column
Second column
(ii) where the employer is an
organisation
other
than
a
company, an aggregate of more
than 50% of the nominal amount
of all voting shares in the
employer,”.
(11) Professional Engineers
Act
(Chapter 253, 1992 Ed.)
Section 20(1)
Delete paragraph (b) and substitute the following
paragraph:
“(b) it has a paid-up capital of at least
$1 million;”.
EXPLANATORY STATEMENT
This Bill seeks to amend the Companies Act (Cap. 50) to implement a number of the
remaining recommendations of the Company Legislation and Regulatory Framework
Committee (the Committee) that have yet to be given effect to. The Committee was
appointed in December 1999 to “undertake a comprehensive review of the company
law and regulatory framework in Singapore and recommend a modern company law
and regulatory framework for Singapore which accords with global standards and
which will promote a competitive economy”. The references to the Recommendations
hereafter are references to the Committee’s recommendations in its final report
presented to the Government in October 2002.
The Bill also —
(a) amends sections 27 and 28 to facilitate the enforcement of injunctions
granted under the Trade Marks Act (Cap. 332);
(b) amends section 130P to allow for regulations to be made to provide for fees
charged by the Depository to be approved by a regulatory authority;
(c)
makes certain technical amendments; and
(d) makes related and consequential amendments to certain other written laws.
Clause 1 relates to the short title and commencement.
Clause 2 makes amendments to section 2 that are consequential to —
(a) the introduction of new section 7A in Part I (by clause 6);
(b) the introduction of new sections 62A and 62B in Division 3 of Part IV (by
clause 15);
63
(c)
the introduction of new Division 3A of Part IV (by clause 28); and
(d) the amendment of the Part heading to Part VII (by clause 47).
The clause also makes a technical amendment to section 2 which follows from the
deletion of the word “listed” in the Division heading to Division 7A of Part IV by
section 20 of the Companies (Amendment) Act 2004 (Act 5 of 2004).
Clause 3 amends section 4(1) to insert a definition of the term “treasury share”.
Clause 4 amends section 5(1)(a)(iii) (relating to the definition of subsidiary and
holding company) to exclude treasury shares from the determination of whether a
corporation holds more than half of the issued share capital of another corporation.
Clause 5 amends section 7(9)(ca) to provide that an interest in treasury shares will
be disregarded in determining whether a person has an interest in shares for the
purposes of Division 4 of Part IV and sections 163, 164 and 165.
Clause 6 inserts new section 7A to define the term “solvency statement” when used
in relation to a proposed redemption of preference shares by a company out of its
capital under amended section 70 (by clause 19), a proposed giving of financial
assistance by a company under new section 76(9A) or (9B) (inserted by clause 23) or a
proposed reduction by a company of its share capital under new section 78B or 78C
(inserted by clause 28).
Clause 7 makes technical amendments to section 18(2) and (3) which follow from
the deletion of then paragraphs (c) and (d) of section 18(1) by section 6 of the
Companies (Amendment) Act 2004.
Clause 8 gives effect to and expands on Recommendation 2.18 by amending
section 22 —
(a) to remove the requirement under subsection (1)(c) for the memorandum of a
company to state the amount of share capital with which the company
proposes to be registered and the division thereof into shares of a fixed
amount; and
(b) to insert a new subsection (1A) to deem as deleted any provision (or part
thereof) subsisting in the memorandum of a company on the date of
commencement of section 8(b) of the Companies (Amendment) Act 2005
which states the amount of share capital with which the company proposes to
be or is registered or the division of the share capital into shares of a fixed
amount.
Clauses 9 and 10 amend sections 27 and 28, respectively, to facilitate the
enforcement of injunctions granted under the Trade Marks Act (Cap. 332).
Clause 9 amends section 27 —
(a) by inserting a new paragraph (c) in subsection (2) to empower the Registrar
of Companies (the Registrar) to direct a company to change the name under
which it has been registered if the use of that name has been restrained by an
injunction granted under the Trade Marks Act; and
64
(b) by inserting a new subsection (5A) to clarify that the Registrar and the
Minister, in making their decisions under subsections (2) and (5),
respectively, will accept as correct any decision of the High Court to grant an
injunction referred to in subsection (2)(c).
Clause 10 amends section 28 —
(a) by inserting a new paragraph (c) in subsection (3) to empower the Registrar
to direct a company to, by special resolution, change the name under which it
has been registered (within 6 weeks after the date of the direction or such
longer period as the Registrar may allow) if the use of that name has been
restrained by an injunction granted under the Trade Marks Act (Cap. 332);
(b) by replacing existing subsection (3C) (which applies, with the necessary
modifications, section 27(2C) and (5) to a company directed under
subsection (3) to change its name) with new subsections (3C) and (3D)
(which set out explicitly the effect of subsections (2C) and (5), respectively,
of section 27 as applied to a company directed under subsection (3) to
change its name); and
(c)
by inserting a new subsection (3E) to clarify that the Registrar and the
Minister, in making their decisions under subsection (3) and new subsection
(3D), respectively, will accept as correct any decision of the High Court to
grant an injunction referred to in subsection (3)(c).
Clause 11 makes technical amendments to section 32(3) which follow from the
deletion of the then section 32(1) by section 15 of the Companies (Amendment) Act
2004 (Act 5 of 2004).
Clause 12 makes amendments to section 33 that are consequential to the
introduction of new section 62A (by clause 15) and new sections 76H and 76J (by
clause 26).
Clause 13 gives effect to Recommendation 2.18 by deleting subsection (3) of section
35 to remove the requirement for the articles of an unlimited company with a share
capital to state the amount of the share capital and the division thereof into shares of a
fixed amount.
Clause 14 makes an amendment to section 38(2) that is consequential to the
introduction of new section 62A (by clause 15).
Clause 15 introduces new sections 62A and 62B to give effect to and expand on
Recommendation 2.18.
Section 62A provides that the shares of a company, whether issued before, on or
after the date of commencement of section 15 of the Companies (Amendment) Act
2005 (the appointed day), have no par or nominal value.
Section 62B sets out the transitional provisions for section 62A.
Section 62B(1) provides for the treatment of the amounts paid and unpaid on shares
issued before the appointed day. These amounts will not include any share premium as
there is a conceptual difference between liability for unpaid share capital and liability
65
for unpaid premium. While the liability for unpaid share capital is founded on both the
contract to take shares and the statutory obligation to pay for those shares, the liability
for unpaid premium is founded solely on the contract to take shares. Section 62B(1)
preserves this distinction in respect of shares issued before the appointed day.
Section 62B(2) provides for the transfer of the amounts in a company’s share
premium account and capital redemption reserve to the company’s share capital account
on the appointed day.
Section 62B(3) and (4) provides for the permitted uses on or after the appointed day
of the amounts standing to the credit of a company’s share premium account
immediately before that day. These permitted uses include the permitted uses of the
share premium account under section 69(2) (to be repealed by clause 18). The
permitted uses are as follows:
(a) providing for the premium payable on redemption of debentures or
redeemable preference shares issued before the appointed day;
(b) writing off —
(i) the preliminary expenses of the company incurred before that day; and
(ii) expenses incurred, commissions and brokerages paid and discounts
allowed on or before that day for or on any duty, fee or tax payable on
or in connection with any issue of shares of the company;
(c)
paying up, pursuant to an agreement made before that day, shares which
were unissued before that day and which are to be issued on or after that day
to members of the company as fully paid bonus shares;
(d) paying up in whole or in part the balance unpaid on shares issued before that
day to members of the company;
(e)
paying dividends declared before that day, if such dividends are satisfied by
the issue of shares to members of the company; and
(f)
if the company carries on insurance business in Singapore immediately
before that day, appropriating or transferring the amounts to any fund
established and maintained pursuant to the Insurance Act (Cap. 142).
Section 62B(5) provides that for shares issued before the appointed day, the liability
of a shareholder for calls, whether on account of the par value of the shares or by way
of premium, will not be affected by the shares ceasing to have a par value.
Section 62B(6) provides for the interpretation and application, on or after the
appointed day, of references in contracts and other documents to the par or nominal
value of a share and other related terms.
Section 62B(7) and (8) provides for the reporting by a company to the Registrar of
the company’s new capital structure subsequent to the abolition of the concept of par or
nominal value. Unless a company has filed with the Registrar a notice in the prescribed
form, the Registrar may for the purposes of the records maintained by the Accounting
and Corporate Regulatory Authority (the Authority) adopt, as the share capital of the
66
company, the aggregate nominal value of the shares issued by the company as that
value appears in the Authority’s records immediately before the appointed day.
Clause 16 makes amendments to section 63(1) that are consequential to the
introduction of new section 62A (by clause 15) and new sections 76H and 76J (by
clause 26).
Clause 17 makes an amendment to section 64(1) that is consequential to the
introduction of new section 76J (by clause 26).
Clause 18 repeals sections 67 to 69F as a consequence of the introduction of new
section 62A (by clause 15). Sections 67 to 69F are no longer applicable as the concepts
of share premium and share discount cease to apply with the abolition of the concept of
par or nominal value.
Clause 19 makes an amendment to section 70(2) that is consequential to the
amendment of sections 22 and 35 (by clauses 8 and 13, respectively) and the
introduction of new section 62A (by clause 15). It also gives effect to Recommendation
2.22 by amending section 70 to allow, as an alternative to the redemption of redeemable
preference shares of a company out of the distributable profits of the company, the
redemption of those shares out of the capital of the company if certain requirements are
satisfied.
Clause 20 makes amendments to section 71 that are consequential to the amendment
of sections 22 and 35 (by clauses 8 and 13, respectively) and the introduction of new
section 62A (by clause 15). With the abolition of the concepts of par or nominal value
and authorised capital, there is no longer a need for a company to increase its share
capital beyond its registered or authorised capital in general meeting, nor to report that
change to the Registrar.
Clause 21 repeals section 73 as a consequence of the introduction of new
Division 3A of Part IV (by clause 28).
Clause 22 amends section 74 by inserting subsection (1A) to provide that any of a
company’s share capital held as treasury shares will be disregarded for the purposes of
subsection (1) (which relates to the right of holders of not less than 5% of issued shares
of a class of shares to apply to the Court to cancel a variation or abrogation of the rights
attached to such class of shares).
Clause 23(a) and (d) makes amendments to section 76(4)(b) and (8)(j), respectively,
that are consequential to the introduction of new section 62A (by clause 15).
Clause 23(b) makes an amendment to section 76(8)(b) that is consequential to the
introduction of new Division 3A of Part IV (by clause 28).
Clause 23(c), (f), (g), (h) and (i) amend section 76 to give effect to Recommendation
2.21 by liberalising the restrictions on the giving of financial assistance by a company
for the acquisition of its shares in certain circumstances.
Clause 23(e) makes a technical amendment to section 76(8)(ii).
Clause 24 makes amendments to section 76A that are consequential to the
amendment of section 76 (by clause 23(i)).
67
Clause 25 makes amendments to section 76B that are consequential to the
introduction of new section 62A (by clause 15), new sections 76H and 76J (by clause
26) and new Division 3A of Part IV (by clause 28).
Clause 26 repeals and re-enacts sections 76F and 76G and inserts new sections 76H
to 76K to make provision for treasury shares to give effect to Recommendations 2.22
and 2.23.
Section 76F is amended to replace the concept of “distributable profits” with the
concept of solvency. The section makes it a criminal offence for a director or manager
of a company to approve or authorise the purchase or acquisition of the company’s own
shares or the release of obligations, knowing that the company is not solvent.
Section 76G relates to reduction of capital or profits or both on the cancellation of
repurchased shares. The concept of “capital redemption reserve” is removed.
Section 76H provides that a company that has purchased or otherwise acquired
ordinary shares or stocks in accordance with sections 76B to 76G may hold them or
deal with them in accordance with section 76K, and clarifies that the company holding
the stocks and shares will be entered in the register (for the purposes of section 190).
Section 76I provides for the maximum holdings of treasury shares, and requires the
company to dispose of or cancel any excess shares in accordance with section 76K
within a certain period.
Section 76J provides that a company will not exercise certain rights in respect of
treasury shares (including any right to attend or vote at meetings) so long as these
shares are being held by the company as treasury shares. No dividend may be paid, or
distribution of the company’s assets may be made, to the company in respect of treasury
shares. The section does not however prevent the allotment of shares as fully paid
bonus shares in respect of treasury shares, or the subdivision or consolidation of any
treasury shares into treasury shares of a smaller amount if the total value of treasury
shares remains unchanged.
Section 76K relates to the disposal or cancellation of treasury shares.
Clause 27 makes an amendment to section 78 that is consequential to the
introduction of new section 76J (by clause 26).
Clause 28 gives effect to and expands on Recommendation 2.19 by inserting new
Division 3A of Part IV, comprising new sections 78A to 78K. Collectively, the new
sections introduce a new regime for capital reduction by companies under which
creditors with valid claims are protected by being given the right to object to the capital
reduction.
Section 78A deals with preliminary matters relating to the reduction of share capital.
Sections 78B and 78C set out the procedures by which private companies and public
companies, respectively, may reduce their share capitals by way of a special resolution.
Section 78D sets out the procedures by which a creditor who objects to a reduction
of a company’s share capital under section 78B or 78C may apply to the Court for the
special resolution to be cancelled.
68
Section 78E sets out the requirements which must be satisfied at the end of the
period for creditor objections in order for the special resolution and the reduction of
share capital to take effect.
Section 78F sets out how the application under section 78D of a company’s creditor
will be dealt with by the Court, and requires the company to send notice of the Court’s
order to the Registrar.
Section 78G provides for the reduction of a company’s share capital by way of a
special resolution approved by an order of the Court, as an alternative to capital
reduction under section 78B or 78C.
Section 78H provides for the protection of creditors where a company makes an
application to the Court under section 78G.
Section 78I sets out how the Court may deal with a company’s application under
section 78G, and requires the company to lodge certain documents with the Registrar if
the Court makes an order approving the company’s reduction in share capital.
Section 78J makes it an offence for a director to make any specified statement if the
statement is false and if he does not believe the statement to be true.
Section 78K deals with the liability of a member of a company in respect of the
issue price of any share in the company to any call or contribution where the company’s
share capital has been reduced.
Clause 29 makes an amendment to section 79(3) that is consequential to the
introduction of section 62A (by clause 15).
Clause 30 makes amendments to section 81 that are consequential to the
introduction of new section 62A (by clause 15) and new sections 76H and 76J (by
clause 26).
Clauses 31 and 32 make amendments to sections 83(3) and 123(2), respectively, that
are consequential to the introduction of new section 62A (by clause 15).
Clause 33 amends section 125 by inserting a new subsection (3) to require a
duplicate certificate issued on or after the date of commencement of section 33 of the
Companies (Amendment) Act 2005 in respect of a share certificate issued before that
date to state, in place of the historical nominal value of the shares, the amount paid on
the shares and the amount (if any) unpaid on the shares.
Clause 34 makes technical amendments to section 130A —
(a) by deleting the word “listed” in the definition of “book-entry securities”; and
(b) by deleting the definition of “listed securities”.
Clause 35 amends section 130P by inserting paragraph (ga) to allow for regulations
to be made to provide for fees charged by the Depository to be approved by a
regulatory authority.
Clauses 36 and 37 make amendments to sections 163 and 164A(1), respectively, that
are consequential to the introduction of new section 62A (by clause 15) and new
sections 76H and 76J (by clause 26).
69
Clause 38 amends section 176 by inserting a new subsection (1A) as a consequence
of the introduction of new sections 76H and 76J (by clause 26).
Clause 39 makes amendments to section 177 that are consequential to the
introduction of new section 62A (by clause 15) and new sections 76H and 76J (by
clause 26).
Clause 40 amends section 179 by inserting a new subsection (8) as a consequence of
the introduction of new sections 76H and 76J (by clause 26).
Clause 41 makes amendments to section 184 that are consequential to the
introduction of new section 62A (by clause 15) and new sections 76H and 76J (by
clause 26).
Clause 42 makes amendments to section 184A that are consequential to the
introduction of new section 76(9B) (by clause 23(i)).
Clause 43 amends section 190 (relating to the register and index of members) by
inserting a subsection (2A) to provide for certain requirements of that section to be
satisfied in the case of treasury shares held by a company.
Clause 44 makes amendments to section 205B(6) that are consequential to the
introduction of new section 62A (by clause 15) and new sections 76H and 76J (by
clause 26).
Clause 45 makes an amendment to section 206(1) that is consequential to the
introduction of new section 62A (by clause 15) and new sections 76H and 76J (by
clause 26).
Clause 46 amends the heading to Part VII to include amalgamations, which are dealt
with by new sections 215A to 215J (inserted by clause 49).
Clause 47 amends the heading of section 212 to better differentiate that section from
the new sections 215A to 215J relating to the amalgamation of companies (inserted by
clause 49).
Clause 48 makes amendments to section 215 that are consequential to the
introduction of new section 62A (by clause 15) and new sections 76H and 76J (by
clause 26).
Clause 49 inserts new sections 215A to 215J to give effect to Recommendation 5.8.
Section 215A states that 2 or more companies may amalgamate in accordance with
sections 215B to 215G, as applicable.
Section 215B sets out the requirements for amalgamation proposals.
Section 215C provides for the manner in which amalgamation proposals are to be
approved. The section also imposes certain duties and obligations on the board of
directors of each amalgamating company as well as on the directors who vote in favour
of the proposed amalgamation.
Section 215D makes provision for the amalgamation of companies under certain
circumstances without the need for an amalgamation proposal.
70
Section 215E makes provision principally for the documents that must be filed with
the Registrar after an amalgamation has been approved.
Section 215F contains certain administrative requirements, including provisions
relating to the issue of the notices of amalgamation and, where applicable, the notices
of incorporation by the Registrar.
Section 215G sets out the effect of an amalgamation pursuant to section 215A.
Section 215H empowers the Court to make certain orders if it is satisfied that a
proposed amalgamation would unfairly prejudice a member or creditor of an
amalgamating company or a person to whom an amalgamating company is under an
obligation.
Sections 215I and 215J prescribe the requirements relating to the solvency statement
required in respect of an amalgamating company and an amalgamated company,
respectively.
Clauses 50 and 51 make amendments to sections 232(1)(a) and 268(4), respectively,
that are consequential to the introduction of new sections 76H and 76J (by clause 26).
Clause 52 makes amendments to section 401(1) that are consequential to the
introduction of new section 62A (by clause 15).
Clause 53(a) and (c) make amendments to section 403(1) and (2) that are
consequential to the introduction of new section 62A (by clause 15) and the repeal of
section 69 (by clause 18).
Clause 53(b) amends section 403 by inserting subsections (1A), (1B) and (1C) to
provide for the circumstances in which gains or profits (in relation to the purchase or
acquisition, or the sale or disposal, of treasury shares) will not be payable as dividends
to the shareholders of the company. The following example illustrates the operation of
subsections (1A), (1B) and (1C):
Example. A company utilises $1 of profits to purchase one share for $1, and subsequently resells it
for $3.
Since the company utilised $1 of profits to purchase the share, the profits available for dividend
payment will be reduced by $1 (subsection (1A)).
Upon resale of the share for $3, the $2 gained by the company from the resale cannot be used for
dividend payment (subsection (1C)), but the balance of $1 from the proceeds of the resale may be
applied towards the $1 of profits that the company originally utilised to purchase the share and, if so
applied, may be used for dividend payment (subsection (1B)).
Clauses 54, 55 and 56 make amendments to the Second, Fourth and Sixth Schedules,
respectively, that are consequential to the introduction of new section 62A (by clause
15).
Clause 57 makes related amendments to section 3 of, and the Schedule to, the Trust
Companies Act (Cap. 336). The amendments are necessitated by the introduction of
section 62A (by clause 15).
Clause 58 (to be read with the Schedule) makes consequential amendments to
certain other written laws arising from the introduction of section 62A (by clause 15).
71
The Schedule (which is related to clause 58) sets out the consequential amendments
to be made to certain other written laws arising from the introduction of section 62A
(by clause 15).
EXPENDITURE OF PUBLIC MONEY
This Bill will not involve the Government in any extra financial expenditure.
72
TABLE OF DERIVATIONS OF AMENDMENTS
Companies (Amendment)
Bill 2005
Provision in
Companies
Act
(Cap. 50)
amended or
inserted by
this Bill
Section Heading
Section
4
Interpretation
Source
Draft Bill in UK
White Paper on
Modernising
Company Law,
July 2002
CM 5553-I
Australian
Corporations
Act 2001
N.Z.
Companies
Act 1993
Clause
Section
Section
—

—
Others
Section
162A, UK
Companies
Act 1985;
Regulation
3, The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
7
7A
Interests in shares

—

Paragraph
17 of the
Schedule,
The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
Solvency
statement and
offence for
making false
statement
63


Section
76F(4) to (6)
of the
Companies
Act
(Cap. 50)
73
Companies (Amendment)
Bill 2005
Provision in
Companies
Act
(Cap. 50)
amended or
inserted by
this Bill
Section Heading
Section
Source
Draft Bill in UK
White Paper on
Modernising
Company Law,
July 2002
CM 5553-I
Australian
Corporations
Act 2001
N.Z.
Companies
Act 1993
Clause
Section
Section
Others
33
Alterations of
objects in
memorandum

—
—
Paragraph 1
of the
Schedule,
The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
62A
No par value
shares

254C
—
—
62B
Transitional
provisions for
section 62A
—
—
—
Australian
Corporations
Law (in
force before
the
commencement of the
Australian
Corporations
Act 2001),
s.1444 to
s.1449
Section
69(2)
(Modified),
Companies
Act
(Cap. 50)
Return as to
allotments
—

—

63
74
Companies (Amendment)
Bill 2005
Provision in
Companies
Act
(Cap. 50)
amended or
inserted by
this Bill
Section Heading
Draft Bill in UK
White Paper on
Modernising
Company Law,
July 2002
CM 5553-I
Australian
Corporations
Act 2001
N.Z.
Companies
Act 1993
Clause
Section
Section
Rights of holders
of classes of
shares



Paragraph 9
of the
Schedule,
The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
Company
financing
dealings in its
shares, etc.


76, 77, 80
—
Section
74
76(9A)
Source
76(9B)
76, 78, 79
76(9C)
76, 77
Others
Modified
from section
76(15)
Companies
Act
(Cap. 50)
76(9D)
76B
(Amendment
to clause
25(a), (b),
(c)
Company may
acquire its own
shares
—
254Y
—

76F
Payments to be
made only if
company is
solvent
—

—
Section 76F
(Modified),
Companies
Act
(Cap. 50)
76G
Reduction of
capital or profits
or both on
cancellation of
repurchased
shares
—
—
—
—
75
Companies (Amendment)
Bill 2005
Provision in
Companies
Act
(Cap. 50)
amended or
inserted by
this Bill
Section Heading
Section
Source
Draft Bill in UK
White Paper on
Modernising
Company Law,
July 2002
CM 5553-I
Australian
Corporations
Act 2001
N.Z.
Companies
Act 1993
Clause
Section
Section
Others
76H
Treasury shares
—

—
Section
162A, UK
Companies
Act 1985;
Regulation 3
of The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
76I
Treasury shares:
maximum
holdings

—
—
Section
162B, UK
Companies
Act 1985;
Regulation 3
of The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
76J
Treasury shares:
voting and other
rights
—
—
—
Section
162C, UK
Companies
Act 1985;
Regulation 3
of The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
76
Companies (Amendment)
Bill 2005
Provision in
Companies
Act
(Cap. 50)
amended or
inserted by
this Bill
Section Heading
Section
Source
Draft Bill in UK
White Paper on
Modernising
Company Law,
July 2002
CM 5553-I
Australian
Corporations
Act 2001
N.Z.
Companies
Act 1993
Clause
Section
Section
Others
76K
Treasury shares:
disposal and
cancellation



Section
162D, UK
Companies
Act 1985;
Regulation 3
of The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
78A
Preliminary
50


Section
73(1) and
(11),
Companies
Act
(Cap. 50)
78B
Reduction of
share capital by
private company
51


Repealed
section
173A,
Companies
Act
(Cap. 50)
78C
Reduction of
share capital by
public company
52, 53, 88


—
78D
Creditor’s right to
object to
company’s
reduction
54



78E
Position at end of
period for
creditor
objections
55, 57



78F
Power of Court
where creditor
objection made
56, 58



77
Companies (Amendment)
Bill 2005
Provision in
Companies
Act
(Cap. 50)
amended or
inserted by
this Bill
Section Heading
Section
Source
Draft Bill in UK
White Paper on
Modernising
Company Law,
July 2002
CM 5553-I
Australian
Corporations
Act 2001
N.Z.
Companies
Act 1993
Clause
Section
Section
Others
78G
Reduction by
special resolution
subject to Court
approval
59



78H
Creditor
protection
60



78I
Court order
approving
reduction
61



78J
Offences for
making
groundless or
false statement
65



78K
Liability of
members on
reduced shares
—
—
—
—
81
Substantial
shareholdings and
substantial
shareholders

9


83
Substantial
shareholder to
notify company
of change in
interests

671B


123
Certificate to be
evidence of title




176
Convening of
extraordinary
general meeting
on requisition



Paragraph
19 of the
Schedule,
The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
78
Companies (Amendment)
Bill 2005
Provision in
Companies
Act
(Cap. 50)
amended or
inserted by
this Bill
Section Heading
Source
Draft Bill in UK
White Paper on
Modernising
Company Law,
July 2002
CM 5553-I
Australian
Corporations
Act 2001
N.Z.
Companies
Act 1993
Clause
Section
Section
Register and
index of members



Paragraph
18 of the
Schedule,
The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK
215A
Amalgamations


219
Section 188,
NZ LRC
215B
Amalgamation
proposal


220
Section 189,
NZ LRC
215C
Manner of
approving
amalgamation
proposal


221
Section 190,
NZ LRC
215D
Short form
amalgamation


222
Section 191,
NZ LRC
215E
Registration of
amalgamation


223
Section 192,
NZ LRC
215F
Notice of
amalgamation,
etc.


224
Section 193,
NZ LRC
215G
Effect of
amalgamations


225
Section 194,
NZ LRC
215H
Power of Court in
certain cases


226
Section
194A, NZ
LRC
Section
190
Others
79
Companies (Amendment)
Bill 2005
Provision in
Companies
Act
(Cap. 50)
amended or
inserted by
this Bill
Section Heading
Section
Source
Draft Bill in UK
White Paper on
Modernising
Company Law,
July 2002
CM 5553-I
Australian
Corporations
Act 2001
N.Z.
Companies
Act 1993
Clause
Section
Section
Others
215I
Solvency
statement in
relation to
amalgamating
company and
offence for
making false
statement
63


Section
76F(4) to (6)
of the
Companies
Act
(Cap. 50)
215J
Solvency
statement in
relation to
amalgamated
company and
offence for
making false
statement
63


Section
76F(4) to (6)
of the
Companies
Act
(Cap. 50)
232
Investigation of
affairs of
company by
inspectors at
direction of
Minister



Paragraph
28 of the
Schedule,
The
Companies
(Acquisition
of Own
Shares)
(Treasury
Shares)
Regulations
2003, UK