Singapore Companies Act | China Tax & Investment Consultants Ltd

Singapore Companies Act 1967

Legal texts [read]

SECTION 173G - Provision and use of residential address [read] (this section deals with the protection of the residential address of an individual including a director and a secretary from being disclosed)

THIRTEENTH SCHEDULE - Small Company and Small Group [read]

SIXTEENTH SCHEDULE - Significant Control and Significant Interest [read]

LEGISLATIVE SOURCE KEY [read]

THIRTEENTH SCHEDULE

Sections 8(7) and 205C(5)

CRITERIA FOR SMALL COMPANY AND SMALL GROUP

1. For the purposes of section 205C —

(a)	a company is a small company if it qualifies as a small company under paragraph 2, 3 or 4, whichever may be applicable, and the company continues to be a small company until it ceases to be a small company under paragraph 5; and
(b)	a group is a small group if it qualifies as a small group under paragraph 7, 8 or 9, whichever may be applicable, and the group continues to be a small group until it ceases to be a small group under paragraph 10.

2. A company is a small company from a financial year if —

(a)

it is a private company throughout the financial year; and

(b)

it satisfies any 2 of the following criteria for each of the 2 financial years immediately preceding the financial year:

(i)	the revenue of the company for each financial year does not exceed $10 million;
(ii)	the value of the company’s total assets at the end of each financial year does not exceed $10 million;
(iii)	it has at the end of each financial year not more than 50 employees.

3. Notwithstanding paragraph 2, where a company has not reached its third financial year after incorporation, a company is a small company —

(a)

from its first financial year after incorporation if —

(i)

it is a private company throughout its first financial year; and

(ii)

it satisfies any 2 of the following criteria for its first financial year:

(A)	the revenue of the company for its first financial year does not exceed $10 million;
(B)	the value of the company’s total assets at the end of its first financial year does not exceed $10 million;
(C)	it has at the end of its first financial year not more than 50 employees; or

(b)

from its second financial year after incorporation if —

(i)

it is a private company throughout its second financial year; and

(ii)

it satisfies any 2 of the following criteria for its second financial year:

(A)	the revenue of the company for its second financial year does not exceed $10 million;
(B)	the value of the company’s total assets at the end of its second financial year does not exceed $10 million;
(C)	it has at the end of its second financial year not more than 50 employees.

4. Notwithstanding paragraph 2, a company which was incorporated before the date of commencement of section 184 of the Companies (Amendment) Act 2014 (referred to in this Schedule as the appointed day) is a small company —

(a)

from the first financial year that commences on or after the appointed day if —

(i)

it is a private company throughout the first financial year; and

(ii)

it satisfies any 2 of the following criteria for the first financial year:

(A)	the revenue of the company for the first financial year does not exceed $10 million;
(B)	the value of the company’s total assets at the end of the first financial year does not exceed $10 million;
(C)	it has at the end of the first financial year not more than 50 employees; or

(b)

from the second financial year that commences on or after the appointed day if —

(i)

it is a private company throughout the second financial year; and

(ii)

it satisfies any 2 of the following criteria for the second financial year:

(A)	the revenue of the company for the second financial year does not exceed $10 million;
(B)	the value of the company’s total assets at the end of the second financial year does not exceed $10 million;
(C)	it has at the end of the second financial year not more than 50 employees.

5. Subject to paragraph 6, a small company shall cease to be a small company from a financial year if —

(a)

it ceases to be a private company at any time during the financial year; or

(b)

it does not satisfy any 2 of the following criteria for each of the 2 consecutive financial years immediately preceding the financial year:

(i)	the revenue of the company for each financial year does not exceed $10 million;
(ii)	the value of the company’s total assets at the end of each financial year does not exceed $10 million;
(iii)	it has at the end of each financial year not more than 50 employees.

6. Paragraph 5 does not apply —

(a)	to a company that has not reached its third financial year after incorporation; or
(b)	in the case of a company that was incorporated before the appointed day, to a company that has not reached its third financial year after the appointed day.

7. A group is a small group from a financial year if the group satisfies any 2 of the following criteria for each of the 2 consecutive financial years immediately preceding the financial year:

(a)	the consolidated revenue of the group for each financial year does not exceed $10 million;
(b)	the value of the consolidated total assets of the group at the end of each financial year does not exceed $10 million;
(c)	the group has at the end of each financial year an aggregate number of employees of not more than 50.

8. Notwithstanding paragraph 7, a group is a small group —

(a)

from its first financial year after it is formed if it satisfies any 2 of the following criteria for its first financial year:

(i)	the consolidated revenue of the group for its first financial year does not exceed $10 million;
(ii)	the value of the consolidated total assets of the group at the end of its first financial year does not exceed $10 million;
(iii)	the group has at the end of its first financial year an aggregate number of employees of not more than 50; or

(b)

from its second financial year after it is formed if it satisfies any 2 of the following criteria for its second financial year:

(i)	the consolidated revenue of the group for its second financial year does not exceed $10 million;
(ii)	the value of the consolidated total assets of the group at the end of its second financial year does not exceed $10 million;
(iii)	the group has at the end of its second financial year an aggregate number of employees of not more than 50.

9. Notwithstanding paragraph 7, a group which is formed before the appointed day is a small group —

(a)

from the first financial year that commences on or after the appointed day, if it satisfies any 2 of the following criteria for the financial year:

(i)	the consolidated revenue of the group for the first financial year does not exceed $10 million;
(ii)	the value of the consolidated total assets of the group at the end of the first financial year does not exceed $10 million;
(iii)	the group has at the end of the first financial year an aggregate number of employees of not more than 50; or

(b)

from the second financial year that commences on or after the appointed day if it satisfies any 2 of the following criteria for the second financial year:

(i)	the consolidated revenue of the group for the second financial year does not exceed $10 million;
(ii)	the value of the consolidated total assets of the group at the end of the second financial year does not exceed $10 million;
(iii)	the group has at the end of the second financial year an aggregate number of employees of not more than 50.

10. Subject to paragraph 11, a small group shall cease to be a small group from a financial year if it does not satisfy any 2 of the following criteria for 2 consecutive financial years immediately preceding the financial year:

(a)	the consolidated revenue of the group for each financial year does not exceed $10 million;
(b)	the value of the consolidated total assets of the group at the end of each financial year does not exceed $10 million;
(c)	the group has at the end of each financial year an aggregate number of employees of not more than 50.

11. Paragraph 10 does not apply —

(a)	to a group that has not reached its third financial year after it is formed; or
(b)	in the case of a group that was formed before the appointed day, to a group that has not reached its third financial year after the appointed day.

12. For the purposes of this Schedule —

(a)

the question whether an entity is part of a group is to be decided in accordance with the Accounting Standards;

(b)

in the case —

(i)

where consolidated financial statements are prepared by a parent in relation to a group, the “consolidated total assets” and “consolidated revenue” of the group shall be determined in accordance with the accounting standards applicable to the group; or

(ii)

where consolidated financial statements are not prepared by a parent in relation to a group —

(A)	“consolidated total assets” means the aggregate total assets of all the members of the group; and
(B)	“consolidated revenue” means the aggregate revenue of all the members of the group; and

(c)

“parent” has the same meaning as in the Accounting Standards, but does not include any entity which is a subsidiary of any other entity within the meaning of the Accounting Standards.

13. For the purposes of this Schedule —

(a)	a reference to a company being a small company from a financial year means that the company is a small company for that financial year and every subsequent financial year until it ceases to be a small company under paragraph 5;
(b)	a reference to a group being a small group from a financial year means that the group is a small group for that financial year and every subsequent financial year until it ceases to be a small group under paragraph 10.

14. For the avoidance of doubt —

(a)	a company that has ceased to be a small company under paragraph 5 may become a small company again if it subsequently qualifies as a small company under paragraph 2; and
(b)	a group that has ceased to be a small group under paragraph 10 may become a small group again if it subsequently qualifies as a small group under paragraph 7. [Act 36 of 2014 wef 01/07/2015]

SIXTEENTH SCHEDULE

Sections 8(7) and 386AB

MEANINGS OF “SIGNIFICANT CONTROL”
AND “SIGNIFICANT INTEREST”

Definition of “significant control”

1. For the purposes of Part XIA, an individual or a legal entity has significant control over a company or foreign company if the individual or legal entity —

(a)	holds the right, directly or indirectly, to appoint or remove the directors or equivalent persons of the company or foreign company who hold a majority of the voting rights at meetings of the directors or equivalent persons on all or substantially all matters;
(b)	holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the members or equivalent persons of the company or foreign company; or
(c)	has the right to exercise, or actually exercises, significant influence or control over the company or foreign company.

Definition of “significant interest”

2.—(1) For the purposes of Part XIA, an individual or a legal entity has a significant interest in a company or foreign company having a share capital —

(a)

if the individual or legal entity, as the case may be, has an interest in more than 25% of the shares in the company or foreign company; or

(b)

if —

(i)	the individual or legal entity, as the case may be, has an interest in one or more voting shares in the company or foreign company; and
(ii)	the total votes attached to that share, or those shares, is more than 25% of the total voting power in the company or foreign company.

(2) In sub‑paragraph (1)(b), “voting share” does not include any treasury share or any share mentioned in section 21(4B) or (6C).

3. For the purposes of Part XIA, an individual or a legal entity has a significant interest in a company or foreign company that does not have a share capital if the individual or legal entity holds, whether directly or indirectly, a right to share in more than 25% of the capital, or more than 25% of the profits, of the company or foreign company.

Supplementary provisions

4.—(1) Subject to sub‑paragraphs (2), (3) and (5), subsections (1A) to (6A), (8), (9) and (10) of section 7 apply in determining whether a person has an interest in a share.

(2) If 2 or more persons jointly have an interest in a share, or jointly hold a right, each of the persons is considered for the purposes of this Schedule as having an interest in that share, or as holding that right, as the case may be.

(3) If shares in respect of which a person has an interest and the shares in respect of which another person has an interest are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as having an interest in the combined shares of both of them.

(4) If the rights held by a person and the rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined rights of both of them.

(5) A share or right held by a person as nominee for another is to be considered for the purposes of this Schedule as held by the other (and not by the nominee).

(6) In this paragraph —

(a)

a “joint arrangement” is an arrangement between the persons having an interest in shares or between holders of rights that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre‑determined by the arrangement; and

(b)

“arrangement” includes —

(i)	any scheme, agreement or understanding, whether or not it is legally enforceable; and
(ii)	any convention, custom or practice of any kind,

but something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).

[Act 15 of 2017 wef 31/03/2017]

LEGISLATIVE SOURCE KEY

COMPANIES ACT

(CHAPTER 50)

Notes:—Unless otherwise stated, the abbreviations used in the references to other Acts and statutory provisions are references to the following Acts and statutory provisions. The references are provided for convenience and are not part of the Act.

UK, 1948: United Kingdom, Companies Act 1948 (Chapter 38)

UK, 1985: United Kingdom, Companies Act 1985 (Chapter 6)

UK, Bill, 2002: United Kingdom, Companies Bill published with White Paper on Modernising Companies Law in July 2002

UK, Treasury Shares: Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (No. 1116)

Aust., 1961: Australia, Companies Act 1961 (Victoria No. 6839/1961)

Aust., Co. Law Rev. Act, 1998: Australia, Company Law Review Act 1998

Aust., Corporations: Australia, Corporations Law (in force before commencement of Australian Corporations Act 2001)

Aust., 2001: Australia, Corporations Act 2001

Aust., 2002: Australia, Corporations Act 2002

Canada, 1985: Canada Business Corporations Act (R.S. 1985, c. C-44)

NZ LRC: New Zealand, Company Law Reform: Transition and Revision (Report No. 16 of Law Commission, Sept 1990)

NZ, 1993: New Zealand, Companies Act, 1993

HK: Hong Kong, Companies Ordinance (Chapter 32)

HK S(DI): Hong Kong, Securities (Disclosure of Interests) Ordinance (Chapter 396, Revised Edition 1988)

Companies: Singapore, Companies Act (Chapter 50, 1994 Revised Edition)

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