Companies Act 1967

• Jurisdiction: Singapore
• Coming into Force: 31 October 2006
• Act Number: (Original Enactment: Act 42 of 1967)
• Enactment Date: 29 December 1967
• Record Number: Cap. 50
• Published date: 31 October 2006

Companies Act

(CHAPTER 50)

(Original Enactment: Act 42 of 1967)

REVISED EDITION 2006

(31st October 2006)

An Act relating to companies.

[29th December 1967]

PART I PRELIMINARY Short title 1. This Act may be cited as the Companies Act. Division into Parts 2. This Act is divided into Parts, Divisions and Subdivisions as follows: Part I; sections 1-7A ... Preliminary; sections 1-7A. Part II; sections 8-16 ... Administration of this Act; sections 8-16. Part III; Constitution of Companies; sections 17-42A ... Division 1 — Incorporation; sections 17-22.; Division 2 — Powers; sections 23-42A. Part IV; Shares,; Debentures and Charges; sections 43-141 ... Division 1 — Prospectuses sections 43-56. ... Division 2 — Restrictions on allotment and commencement of business sections 57-62. ... Division 3 — Shares sections 62A-78. ... Division 3A — Reduction of Share Capital sections 78A-78K. ... Division 4 — Substantial shareholdings sections 79-92. ... Division 5 — Debentures; sections 93-106. ... Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements; sections 106A to 106L. ... Division 6 — Interests other than shares, debentures, etc.; sections 107-120. ... Division 7 — Title and transfers; sections 121-130. ... Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities; sections 130A-130P. ... Division 8 — Registration of charges; sections 131-141. Part V; Management and Administration; sections 142-198 ... Division 1 — Office and name; sections 142-144. ... Division 2 — Directors and officers; sections 145-173. ... Division 3 — Meetings and proceedings; sections 173A-189. ... Division 4 — Register of members; sections 190-196. ... Division 5 — Annual return; sections 197-198. Part VI; Accounts and Audit ... Division 1 — Accounts; sections 199-204. sections 199-209B ... Division 2 — Audit; sections 205-209B. Part VII; sections 210-216B ... Arrangements, Reconstructions and Amalgamations; sections 210-216B. Part VIII ... Receivers and Managers sections 217-227 ... sections 217-227. Part VIIIA ... Judicial Management sections 227A-227X ... sections 227A-227X. Part IX ... Investigations; sections 228-246. sections 228-246 Part X; Winding Up; sections 247-354 ... Division 1 — Preliminary sections 247-252. ... Division 2 — Winding up by Court; sections 253-289. ... Subdivision (1) General; sections 253-262. ... Subdivision (2) Liquidators; sections 263-276. ... Subdivision (3) Committees of inspection; sections 277-278. ... Subdivision (4) General powers of Court; sections 279-289. ... Division 3 — Voluntary winding up; sections 290-312. ... Subdivision (1) Introductory; sections 290-293. ... Subdivision (2) Provisions applicable only to members’ voluntary winding up; sections 294-295. ... Subdivision (3) Provisions applicable only to creditors’ voluntary winding up; sections 296-299. ... Subdivision (4) Provisions applicable to every voluntary winding up; sections 300-312. ... Division 4 — Provisions applicable to every mode of winding up; sections 313-349. ... Subdivision (1) General sections 313-326. ... Subdivision (2) Proof and ranking of claims; sections 327-328. ... Subdivision (3) Effect on other transactions; sections 329-335. ... Subdivision (4) Offences sections 336-342. ... Subdivision (5) Dissolution; sections 343-349. ... Division 5 — Winding Up of Unregistered Companies; sections 350-354. Part XI; Various Types of Companies, etc.; sections 355-386 ... Division 1 — Investment Companies; sections 355-364. ... Division 2 — Foreign Companies; sections 365-386. Part XII; General; sections 387-411 ... Division 1 — Enforcement of this Act; sections 387-399. ... Division 2 — Offences; sections 400-409A. ... Division 3 — Miscellaneous; sections 410-411. Repeals 3.—(1) The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are hereby repealed or amended accordingly. Transitory provisions (2) Unless the contrary intention appears in this Act — (a) all persons, things and circumstances appointed or created under any of the repealed or amended written laws or existing or continuing under any of such written laws immediately before 29th December 1967 shall under and subject to this Act continue to have the same status, operation and effect as they respectively would have had if such written laws had not been so repealed or amended; and (b) in particular and without affecting the generality of paragraph (a), such repeal shall not disturb the continuity of status, operation or effect of any Order in Council, order, rule, regulation, scale of fees, appointment, conveyance, mortgage, deed, agreement, resolution, direction, instrument, document, memorandum, articles, incorporation, nomination, affidavit, call, forfeiture, minute, assignment, register, registration, transfer, list, licence, certificate, security, notice, compromise, arrangement, right, priority, liability, duty, obligation, proceeding, matter or thing made, done, effected, given, issued, passed, taken, validated, entered into, executed, lodged, accrued, incurred, existing, pending or acquired under any of such written laws before that date. [S 258/67] (3) Nothing in this Act shall affect the Table in any repealed written law corresponding to Table A in the Fourth Schedule in force immediately before the date of commencement of section 181 of the Companies (Amendment) Act 2014 or any part thereof (either as originally enacted or as altered in pursuance of any statutory power) or the corresponding Table in any former written law relating to companies (either as originally enacted or as so altered) so far as the same applies to any company existing on 29th December 1967. [S 258/67] [Act 36 of 2014 wef 03/01/2016] (4) [Deleted by Act 40 of 2018 wef 30/07/2020] [Aust., s. 4] Interpretation 4.—(1) In this Act, unless the contrary intention appears — “accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act (Cap. 2); [Act 36 of 2014 wef 01/07/2015] “accounting entity” means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership; [Act 36 of 2014 wef 01/07/2015] “accounting firm” means a firm approved or deemed to be approved as an accounting firm under the Accountants Act; [Act 36 of 2014 wef 01/07/2015] “accounting limited liability partnership” means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Act; [Act 36 of 2014 wef 01/07/2015] “accounting records”, in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up; “Accounting Standards” means the accounting standards made or formulated by the Accounting Standards Council under Part III of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in respect of their operations in Singapore for the purposes of this Act; [39/2007 wef 01/11/2007] “accounts” means profit and loss accounts and balance-sheets and includes notes (other than auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and loss accounts or balance-sheets; “Act” includes any regulations; “alternate address” means — (a) in the case of a company, the alternate address that is recorded in place of the residential address of a director, chief executive officer or secretary in a company’s register of directors, chief executive officers or secretaries, as the case may be, referred to in section 173; or (b) in the case of a foreign company, an alternate address maintained with the Registrar under section 370A; [Act 36 of 2014 wef 03/01/2016] “annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175; “annual return” means the return required to be lodged under section 197(1); [Act 36 of 2014 wef 03/01/2016] “approved exchange in Singapore” means an approved exchange as defined in section 2(1) of the Securities and Futures Act (Cap. 289); [Act 4 of 2017 wef 08/10/2018] [Deleted by Act 40 of 2018 wef 30/07/2020] [Deleted by Act 36 of 2014 wef 03/01/2016] “audit requirements” means the requirements of sections 201(8) and (9) and 207; [Act 36 of 2014 wef 01/07/2015] “Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act (Cap. 2A); “Authority’s website” means the Authority’s Internet website; [Act 36 of 2014 wef 01/07/2015] “banking corporation” means a licensed bank under any written law relating to banking; “book-entry securities” has the same meaning as in section 81SF of the Securities and Futures Act (Cap. 289); [Act 36 of 2014 wef 03/01/2016] “books” includes any account, deed, writing or document and any other record of information, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise; “borrowing corporation” means a corporation that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the corporation; “branch register” means — (a) in relation to a company — (i) a branch register of members of the company kept in pursuance of section 196; or (ii) a branch register of holders of debentures kept in pursuance of section 93, as the case may require; and (b) [Deleted by Act 15 of 2017 wef 31/03/2017] “business day” means any day other than a Saturday, Sunday or public holiday; “certified”, in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the English language; “charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether ...