29. Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act Flashcards
- Omission of “Limited” or “Berhad” in names of limited companies, other than companies registered under Charities Act
General overview
[29.01] Companies incorporated for charitable purposes and not for gain may omit the suffix “Limited” or “Berhad” in their names. Where the registrar disapproves the omission of the suffixes, an appeal lies to the Minister against his decision.
Charitable companies with limited liability
[29.02] The registrar may, if he thinks fit, approve of the registration of a limited liability company without the word “Limited” or “Berhad” to its name where it is proved to his satisfaction that it is being formed for the purpose of providing recreation or amusement or promoting commerce, industry, art, science, religion, charity, pension or superannuation schemes or any other object useful to community; that it has some basis of national or general public interest; and that it is in a financial position to carry out the objects for which it is being formed and prohibit the payment of dividends to its members: s 29(3). The registrar’s approval is revocable under subsection (6A) where the conditions of approval have ceased to exist.
[29.03] In the UK, where a company, that is registered by license of the Board of Trade as a company not for purposes of gain with limited liability but without the addition to its name the word “Limited”, desires to alter its memorandum of association, it has to procure the Board’s approval before the court will entertain the application by the company for the sanction of the court to the alterations: Re St Hilda’s Incorporated College, Cheltenham [1901] 1 Ch 556, Ch D . The court will not sanction the alteration of objects to pay dividends which are inconsistent with and would wholly transform the original objects of the society: Re Scientific Poultry Breeders’ Association Ltd [1932] 2 Ch 212, Ch D ; referring to Re Society for Promoting Employment of Women [1927] W N 145 ; and Scottish case of Incorporated Glasgow Dental Hospital v Lord Advocate (1927) S C 400 . Section 29(4) is the Singapore equivalent of the aforementioned UK position. It provides that where the constitution includes, as a result of the registrar’s direction under subsection (3) or pursuant to any written law, a provision that the constitution shall not be altered except with the Minister’s consent, the company shall procure the Minister’s consent in addition to a special resolution by the members to effect an alteration of the constitution.
Appeal to the Minister
[29.04] The promoter of the proposed limited company or the company may appeal to the Minister against the registrar’s decision not to grant approval under s 29(3) within 30 days after notice by the registrar.
Transition provision
[29.05] The previous s 29 confers power upon the Minister to administer s 29, and the Minister’s power has now been transferred to the registrar. Hence, the new subsection (11), introduced by Act No 36 of 2014, is needed to transit to the new regime: s 29(11).
Charities Act (Cap 37)
[29.06] Companies that are registered under the Charities Act (Cap 37) are exempted from the provisions of s 29. Instead, they are governed under a new s 29A. The difference between companies registered under the Charities Act (Cap 37) (s 29A) and companies registered under the Act (s 29), is that an appeal may lie to the Minister against the registrar’s decision to allow the omission of the words “limited” or “berhad” in respect of companies governed by s 29.
