215B. Amalgamation proposal Flashcards by Kelly Mun | Brainscape

Q

215B. Amalgamation proposal

A

General overview
[215B.01] Section 215B(1)(a)–(i) sets out the requirements that a company undertaking an amalgamation must comply with to carry out a successful amalgamation. Of the list, the share structure of the proposed amalgamated company is crucial. Essentially, the amalgamating companies have to design a proposal for consideration by the members of the company under s 215C.

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Annotated Companies Act (558 decks)

4. Interpretations

141. Application of Division

Sixteenth Schedule - MEANINGS OF “SIGNIFICANT CONTROL” AND “SIGNIFICANT INTEREST”

Fifteenth Schedule - FOREIGN COMPANIES TO WHICH PART XIA DOES NOT APPLY

Fourteenth Schedule - COMPANIES TO WHICH PART XIA DOES NOT APPLY

Thirteen Schedule - CRITERIA FOR SMALL COMPANY AND SMALL GROUP

Twelfth Schedule - CONTENTS OF DIRECTORS’ STATEMENT

Eleventh Schedule - POWERS OF JUDICIAL MANAGER

Sixth Schedule - STATEMENT IN LIEU OF PROSPECTUS

408. Default penalties

407. General penalty provisions

406. Frauds by officers

404. Fraudulently inducing persons to invest money

403. Dividends payable from profits only

402. False statements or reports

401. False and misleading statement

399. Court may compel compliance

396. Duty to take precautions against falsification

392. Irregularities

391. Power to grant relief

390. Disposal of shares of shareholder whose whereabouts unknown

388. Security for costs

387C. Electronic transmission in accordance with constitution, etc.

387B. Electronic transmission of documents

387A. Electronic transmission of notices of meetings

GENERAL 387. Service of documents on company

386AO. Codes of practice, etc.

386AN. Central register of controllers

386AM. Power to enforce

386AL. Nominee directors

386AK. Controller’s duty to provide change of information

386AJ. Controller’s duty to provide information

386AI. Duty of company and foreign company to correct information

386AH. Duty of company and foreign company to keep information up-to-date

386AG. Duty of company and foreign company to investigate and obtain information

386AF. Register of controllers

386AE. Meaning of “legal privilege”

386AD. State of mind of corporation, unincorporated association, etc.

386AC. Meaning of “registrable”

386AB. Interpretation of this Part

REGISTER OF CONTROLLERS AND NOMINEE DIRECTORS OF COMPANIES 386AA. Application of this Part

385. Certificate as to shareholding

384. Application of provisions of Act

383. No civil proceedings to be brought in respect of bearer shares or share warrants

382. Certificate as to shareholding

381. Register to be prima facie evidence

380. Contents of register and index of members of foreign companies

379. Register of members of foreign companies

378. Restriction on use of certain names

377D. Effect of restoration of foreign company

377C. Registrar may restore foreign company deregistered by mistake

377B. Registrar’s decision on application for administrative restoration of foreign company

377A. Application for administrative restoration of foreign company to register

377. Cesser of business in Singapore

376. Service of document

374. As to fee payable on registration of foreign company because of establishment of a share register in Singapore

373. Financial statements

372. Return to be filed where documents, etc., altered

371. Transitory provisions

370A. Alternate address

370. As to registered office and authorised representatives of foreign companies

369. Power to refuse registration of a foreign company in certain circumstances

368B. Savings and transitional provisions for existing particulars of directors and authorised representatives

354. Outstanding assets of defunct unregistered company

368A. Duty of directors and authorised representatives to provide information to foreign company

368. Documents, etc., to be lodged by foreign companies having place of business in Singapore

367. Power of foreign companies to hold immovable property

366. Interpretation of this Division

365. Foreign companies to which this Division applies

364A. Regulations

364. Duties of company with respect to issue of certificates

363. Duty of company to register pre-existing charges

362. Revocation of registration

361. Effect of registration

360. When registration must be refused

359. Registration

358. Application for registration

357. Names of companies to be registered under this Part

356. Interpretation of this Part

[355. Foreign corporate entities to which this Part applies

353. Power of Court to stay or restrain proceedings

352. Contributories in winding up of unregistered company

351. Winding up of unregistered companies

350. Definition of unregistered company

349. Accounts and audit

348. Liability of Official Receiver and Government as to property vested in Official Receiver

347. Disposal of outstanding interests in property

346. Outstanding assets of defunct company to vest in Official Receiver

345. Official Receiver to act as representative of defunct company in certain events

344H. Retention of books and papers upon striking off

344G. Effect of restoration

344F. Registrar may restore company deregistered by mistake

344E. Registrar’s decision on application for administrative restoration

344D. Application for administrative restoration to register

344C. Objections to striking off

344B. Withdrawal of application

344A. Striking off on application by company

344. Power of Registrar to strike defunct company off register

343. Power of Court to declare dissolution of company void

342. Prosecution of delinquent officers and members of company

341. Power of Court to assess damages against delinquent officers, etc.

340. Responsibility for fraudulent trading

339. Liability where proper accounts not kept

338. Penalty for destruction, falsification, etc., of books

337. Inducement to be appointed liquidator

336. Offences by officers of companies in liquidation

335. Duties of bailiff as to goods taken in execution

334. Restriction of rights of creditor as to execution or attachment

332. Disclaimer of onerous property

331. Liquidator’s right to recover in respect of certain sales to or by company

330. Effect of floating charge

329. Undue preference

328. Priorities

327. Proof of debts

326. Special commission for receiving evidence

325. Meetings to ascertain wishes of creditors or contributories

324. Resolutions passed at adjourned meetings of creditors and contributories

323. Expenses of winding up where assets insufficient

322A. Outstanding assets of company wound up on grounds of national security or interest

322. Unclaimed assets to be paid to Official Receiver

321. Investment of surplus funds on general account

320. Books and papers of company and liquidator

319. Notification that a company is in liquidation

318. Liquidator to make good defaults

317. Liquidator’s accounts

316. Notice of appointment and address of liquidator

315. Appeal against decision of liquidator

314. Powers of Official Receiver where no committee of inspection

313. Books to be kept by liquidator

312. Limitation on right to wind up voluntarily

310. Application to Court to have questions determined or powers exercised

309. Arrangement when binding on creditors

308. Final meeting and dissolution

307. Annual meeting of members and creditors

306. Power of liquidator to accept shares, etc., as consideration for sale of property of company

305. Powers and duties of liquidator

304. Act of liquidator valid, etc.

303. Review of liquidator’s remuneration

302. Removal of liquidator The Court may, on cause shown, remove a liquidator and appoint another liquidator.

301. Appointment of liquidator

Provisions applicable to every voluntary winding up 300. Distribution of property of company

299. Property and proceedings

298. Committee of inspection

297. Liquidator

Provisions applicable only to creditors’ voluntary winding up 296. Meeting of creditors

295. Duty of liquidator to call creditors’ meeting in case of insolvency

294. Liquidator

293. Declaration of solvency

292. Effect of voluntary winding up

291. Provisional liquidator

290. Circumstances in which company may be wound up voluntarily

289. Powers of Court cumulative

288. Delegation to liquidator of certain powers of Court

287. Power to arrest absconding contributory, director or former director

286. Power to order public examination of promoters, directors, etc.

285. Power to summon persons connected with company

284. Inspection of books and papers by creditors and contributories

283. Claims of creditors and distribution of assets

282. Appointment of special manager

281. Payment of debts due by contributory, to company, and extent to which set-off allowed

280. Settlement of list of contributories and application of assets

279. Power to stay winding up

278. Constitution and proceedings of committee of inspection

277. Meetings to determine whether committee of inspection to be appointed

276. As to orders for release or dissolution

275. Release of liquidators and dissolution of company

274. Payment by liquidator into bank

273. Exercise and control of liquidator’s powers

272. Powers of liquidator

271. Report by liquidator

270. Statement of company’s affairs to be submitted to Official Receiver

269. Custody and vesting of company’s property

268. General provisions as to liquidators

267. Provisional liquidator

266. Control of Official Receiver by Minister

265. Control of unofficial liquidators by Official Receiver

264. Provisions where person other than Official Receiver is appointed liquidator

263. Appointment, style, etc., of liquidators

262. Copy of order to be lodged, etc.

261. Winding up application to be lis pendens

260. Avoidance of certain attachments, etc.

259. Avoidance of dispositions of property, etc.

258. Power to stay or restrain proceedings against company

257. Powers of Court on hearing winding up application

256. Payment of preliminary costs, etc.

247. Modes of winding up

255. Commencement of winding up

250. Liability as contributories of present and past members (winding up)

246. Inspectors appointed in other countries

245. Power to impose restrictions on shares or debentures

244. Power to require information as to persons interested in shar

243. Appointment and powers of inspectors to investigate ownership of company

241. Winding up of company

240. Suspension of actions and proceedings by declared company

239. Powers of inspector in relation to a declared company

238. Report of inspector to be admissible in evidence

237. As to costs of investigations

236. Procedure and powers of inspector

235. Investigation of affairs of related corporation

234. Investigation by resolution of company

233. As to reports of inspectors

232. Investigation of affairs of company by inspectors at direction of Minister

231. Appointment of inspectors for declared companies

230. Power to declare company or foreign company

229. Interpretation (Investigations)

228. Application of this Part (Investigations)

227X. Application of certain provisions in Parts VII and X to a company under judicial management

227W. Inquiry into company’s dealings, etc.

227V. Duty to co-operate with judicial manager

227U. Delivery and seizure of property

227T. Undue preference in case of judicial management

227S. Trade union representation on behalf of members who are creditors and employees of a company

227R. Protection of interests of creditors and members

227Q. Duty to apply for discharge of judicial management order

227P. Duty to manage company’s affairs, etc., in accordance with approved proposals

227O. Committee of creditors

227N. Consideration of proposals by creditors’ meeting

227M. Statement of proposals

227L. Company’s statement of affairs

227K. Information to be given by and to judicial manager

227J. Vacation of office and release

227I. Agency and liability for contracts

227HA. Super priority for rescue financing

227H. Power to deal with charged property, etc.

227G. General powers and duties of judicial manager

227F. Vacancy in appointment of judicial manager

227E. Notification of judicial management order

227D. Effect of judicial management order

227C. Effect of application for a judicial management order

227B. Power of Court to make a judicial management order and appoint a judicial manager

227A. Application to Court for a company to be placed under judicial management and for appointment of a judicial manager

227AA. Interpretation of this Part (Judicial management)

227. Enforcement of duty of receiver, etc., to make returns

226. Payments of certain debts out of assets subject to floating charge in priority to claims under charge

225. Lodging of accounts of receivers and managers

224. Special provisions as to statement submitted to receiver

223. Provisions as to information where receiver or manager appointed

222. Statement that receiver appointed

221. Notification of appointment of receiver

220. Appointment of liquidator as receiver

219. Power of Court to fix remuneration of receivers or managers

218. Liability of receiver

217. Disqualification for appointment as receiver

216B. Evidence of shareholders’ approval not decisive — Court approval to discontinue action under section 216A

216A. Derivative or representative actions

216. Personal remedies in cases of oppression or injustice

215K. Transfer of money or other consideration paid under terms of amalgamation to Official Receiver

215J. Solvency statement in relation to amalgamated company and offence for making false statement

215I. Solvency statement in relation to amalgamating company and offence for making false statement

215H. Power of Court in certain cases

215G. Effect of amalgamations

215F. Notice of amalgamation, etc.

215E. Registration of amalgamation

215D. Short form amalgamation

215C. Manner of approving amalgamation proposal

215B. Amalgamation proposal

215A. Amalgamations

215AB. Effect of impossibility, etc., of communicating or accepting offer made under scheme or contract

215AA. Joint offers

215. Power to acquire shares of shareholders dissenting from scheme or contract approved by 90% majority

212. Approval of compromise or arrangement by Court

211J. Power of Court to review act, omission or decision, etc., after approval, etc., of compromise or arrangement

211I. Power of Court to approve compromise or arrangement without meeting of creditors

211H. Power of Court to cram down

211G. Power of Court to order re-vote

211F. Filing, inspection and adjudication of proofs of debt

211E. Super priority for rescue financing

211D. Restraint of disposition of property, etc., during moratorium period

211C. Power of Court to restrain proceedings, etc., against subsidiary or holding company

211B. Power of Court to restrain proceedings, etc., against company

211A. Application of sections 211B to 211J, etc.

211. Information as to compromise with creditors, members and holders of units of shares of company

210. Power to compromise with creditors, members and holders of units of shares

209B. Application of amendments made to sections 201 to 204 and 207 and new sections 201A and 209A

209A. Interpretation of this Part

209. Duties of auditors to trustee for debenture holders

208A. Provisions indemnifying auditors

208. Auditors and other persons to enjoy qualified privilege in certain circumstances

207. Powers and duties of auditors as to reports on financial statements

206. Auditors’ remuneration

205D. Registrar may require company exempt from audit requirements to lodge audited financial statements

205C. Small company exempt from audit requirements

205B. Dormant company exempt from audit requirements

205A. Certain companies exempt from obligation to appoint auditors

205AF. Appointment of new auditor in place of resigning auditor

205AE. Privilege against defamation

205AD. Court may order written statement not to be sent out

205AC. Written statement to be disseminated unless application to court made

205AB. Resignation of auditor of public interest company or subsidiary company of public interest company

205AA. Resignation of non-public interest company auditors

205. Appointment and remuneration of auditors

203A. Provision of summary financial statement to members

203. Members of company entitled to financial statements, etc.

[202B. Registrar’s application to Court in respect of defective financial statements, or consolidated financial statements and balance-sheet]

[202A. Voluntary revision of defective financial statements, or consolidated financial statements or balance-sheet]

202. Relief from requirements as to form and content of financial statements and directors’ statement

201C. Directors need not lay financial statements before company if resolution under section 175A in force

201B. Audit committees

201AA. Retention of documents laid before company at annual general meeting

201A. Certain dormant companies exempted from duty to prepare financial statements

201. Financial statements and consolidated financial statements

199. Accounting records and systems of control

198. Exemption from filing list of members with annual return for certain public companies

197. Annual return by companies

196D. Maintenance of old register of members

196C. Application of sections 194 and 195

196B. Information to be provided by pre-existing private companies

196A. Electronic register of members

196. Branch registers

195. Limitation of liability of trustee, etc., registered as holder of shares

194. Power of Court to rectify register

193. Consequences of default by agent

192. Inspection and closing of register

191. Where register to be kept

190. Register and index of members of public companies

189A. Application and interpretation of Division

189. Inspection of minute books

188. Minutes of proceedings

187. Resolutions at adjourned meetings

186. Registration and copies of certain resolutions

185. Resolution requiring special notice

184G. Resolutions of one member companies

184F. Recording of resolutions passed by written means

184E. Company’s duty to notify members that resolution passed by written means

184DA. Period for agreeing to written resolution

184D. Members may require general meeting for resolution

184C. Where directors seek agreement to resolution by written means

184B. Requirements for passing of resolutions by written means

184A. Passing of resolutions by written means

184. Special resolutions

183. Circulation of members’ resolutions, etc.

182. Power of Court to order meeting

180. As to member’s rights at meetings

179. Quorum, chairman, voting, etc., at meetings

178. Right to demand a poll

177. Calling of meetings

176. Convening of extraordinary general meeting on requisition

175A. Private company may dispense with annual general meetings

175. Annual general meeting

174. Statutory meeting and statutory report

173I. Transitional provisions for old registers of directors, managers, secretaries and auditors

173H. Penalty for breach under sections 173, 173A, 173B, 173C and 173G

173E. Self-notification in certain circumstances

173G. Provision and use of residential address

173F. Amendment of register by Registrar

173D. Savings and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors

173C. Duty of company to keep consents of directors and secretaries

173B. Duty of directors, chief executive officers, secretaries and auditors to provide information to company

173A. Duty of company to provide information on directors, chief executive officers, secretaries and auditors

173. Registers of directors, chief executive officers, secretaries and auditors

172B. Third party indemnity

172A. Provision of insurance

172. Provision protecting officers from liability

170. Provisions as to assignment of office

169. Provision and improvement of director’s emoluments

168. Payments to director for loss of office, etc.

165. General duty to make disclosure

164A. Power to require disclosure of directors’ emoluments

164. Register of director’s and chief executive officer’s shareholdings

163B. Exception for expenditure in connection with regulatory action or investigation

163A. Exception for expenditure on defending proceedings, etc.

163. Approval of company required for loans and quasi-loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc.

162. Loans and quasi-loans to directors, credit transactions and related arrangements

161. Approval of company required for issue of shares by directors

160. Approval of company required for disposal by directors of company’s undertaking or property

159. Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council

158. Disclosure of company information by certain directors

157C. Use of information and advice

157B. Director declarations where company has one director

157A. Powers of directors

157. As to the duty and liability of officers

156. Disclosure of interests in transactions, property, offices, etc.

155C. Disqualification under Limited Liability Partnerships Act

155B. Debarment for default of relevant requirement of this Act

155A. Disqualification for being director in not less than 3 companies which were struck off within 5-year period

155. Disqualification for persistent default in relation to delivery of documents to Registrar

154. Disqualification to act as director on conviction of certain offences

153. Age limit for directors

152. Removal of directors

151. Validity of acts of directors and officers

150. Appointment of directors to be voted on individually

149B. Appointment of directors by ordinary resolution

149A. Disqualification of directors of companies wound up on grounds of national security or interest

149. Disqualification of unfit directors of insolvent companies

148. Restriction on undischarged bankrupt

147. Qualification of director

146. Restrictions on appointment or advertisement of director

144. Publication of name and registration number

143. Office hours

142. Registered office of company

140. Charges, etc., created before 29th December 1967

139. Documents made out of Singapore

138. Company to keep copies of charging instruments and register of charges

137. Extension of time and rectification of register of charges

136. Entries of satisfaction and release of property from charge

135. Endorsement of certificate of registration on debentures

134. Register of charges to be kept by Registrar

133. Duty of company to register charges existing on property acquired

132. Duty to register charges

131. Registration of charges

Division 7A — The Central Depository System—a book-entry or scripless system for the transfer of securities

130AE. Duties of company with respect to issue of certificates and default in issue of certificates

130AD. Certification of prima facie title

130AC. Transfer by personal representative

130AB. Notice of refusal to register transfer by public companies

130AA. Registration of transfer at request of transferor by public companies

130. Transfer of shares and debentures in public companies

129. Notice of refusal to register transfer by private companies

128A. Notice of transfer of shares

128. Registration of transfer at request of transferor by private companies

127. Transfer of debentures in private companies

126. Transfer of shares in private companies

125. Loss or destruction of certificates

124. Company may have duplicate common seal

123. Certificate to be evidence of title

122. Numbering of shares

121. Nature of shares

100. Power of Court in relation to certain irredeemable debentures

99. Contents of trust deed

98. Retirement of trustees

97. Qualifications of trustee for debenture holders

96. Reissue of redeemed debentures

95. Perpetual debentures

94. Specific performance of contracts

93. Register of debenture holders and copies of trust deed

92. Power of company to require disclosure of beneficial interest in its voting shares

91. Powers of Court with respect to defaulting substantial shareholders

90. Defence to prosecutions

88. Company to keep register of substantial shareholders

87. Registrar may extend time for giving notice under this Division

86. Persons holding shares as trustees

85. References to operation of section 7

84. Person who ceases to be substantial shareholder to notify company

83. Substantial shareholder to notify company of change in interests

81. Substantial shareholdings and substantial shareholders

82. Substantial shareholder to notify company of his interests

80. Persons obliged to comply with Division

78K. Liability of members on reduced shares

78I. Court order approving reduction

78H. Creditor protection

78G. Reduction by special resolution subject to Court approval

78F. Power of Court where creditor objection made

78E. Position at end of period for creditor objections

78D. Creditor’s right to object to company’s reduction

78C. Reduction of share capital by public company

78B. Reduction of share capital by private company

78A. Preliminary

78. Power of company to pay interest out of capital in certain cases

77. Options over unissued shares

76K. Treasury shares: disposal and cancellation

76J. Treasury shares: voting and other rights

76I. Treasury shares: maximum holdings

76H. Treasury shares

76G. Reduction of capital or profits or both on cancellation of repurchased shares

76F. Payments to be made only if company is solvent

76E. Authority for market acquisition

76DA. Contingent purchase contract

76D. Authority for selective off-market acquisition

76C. Authority for off-market acquisition on equal access scheme

76B. Company may acquire its own shares

76A. Consequences of company financing dealings in its shares, etc.

76. Company financing dealings in its shares, etc.

75. Rights of holders of preference shares to be set out in constitution

74A. Conversion of shares

74. Rights of holders of classes of shares

73B. Notice of redenomination

73A. Effect of redenomination

73. Redenomination of shares

72. Validation of shares improperly issued

71. Power of company to alter its share capital

70. Redeemable preference shares

68. Issue of shares for no consideration

67. Use of share capital to pay expenses incurred in issue of new shares

66. Share warrants

65. Differences in calls and payments, etc.

64A. Issue of shares with different voting rights by public company

64. Rights and powers attaching shares

63C. Notice of increase in total amount paid up on shares

63B. Lodgment of documents in relation to allotment

63A. Return as to allotments by public companies

63. Return as to allotments by private companies

62B. Transitional provisions for section 62A

62A. No par value shares

62. Restriction on varying contracts referred to in prospectus, etc.

61. Restrictions on commencement of business in certain circumstances

60. Requirements as to statements in lieu of prospectus

59. Restriction on allotment in certain cases

41C. Alternative to sealing

41B. Execution of deeds by company

41A. Common seal

41. Ratification by company of contracts made before incorporation

39. Effect of constitution

38. As to constitution of companies limited by guarantee

37. Adoption of model constitution

36. Model constitution

35. Regulations for company

34. Alteration of constitution by company pursuant to repeal and re-enactment of sections 10 and 14 of Residential Property Act

33. Alterations of objects in constitution

32. Default in complying with requirements as to private companies

31. Change from public to private company

30. Registration of unlimited company as limited company, etc.

29A. Omission of “Limited” or “Berhad” in names of companies registered under Charities Act

29. Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act

28. Change of name

27. Names of companies

26A. Power to entrench provisions of constitution of company

26. General provisions as to alteration of constitution

25D. Persons connected with director in section 25C

25C. Constitutional limitations: transactions with directors or their associates

25B. Power of directors to bind company

25A. No constructive notice

25. Ultra vires transactions

24. Power of company to provide for employees on cessation of business

23. Capacity and powers of company

22. Requirements as to constitution

21. Membership of holding company

20A. Minimum of one member

20. Power to refuse registration

19. Registration and incorporation

18. Private company

17. Formation of companies

16. Instant Information Service — exclusion of liability for errors or omissions

14. Relodging of lost registered documents

13. Enforcement of duty to make returns

12D. Rectification or updating on Registrar’s initiative

12C. Rectification by Registrar on application

12B. Rectification by High Court

12A. Electronic transaction system

11. Disqualification of liquidators

10. Company auditors

9. Approved liquidators

8H. Security of information

8F. Investigation of certain matters

8E. Saving for advocates and solicitors

8D. Destruction, mutilation, etc., of company documents

8C. Copies of or extracts from books to be admitted in evidence

8B. Power of Magistrate to issue warrant to seize books

8A. Inspection of books of corporation

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

7A. Solvency statement and offence for making false statement

7. Interests in shares

6. When corporations deemed to be related to each other

5B. Definition of wholly owned subsidiary

5A. Definition of ultimate holding company

5. Definition of subsidiary and holding company