C TABLE OF PROPOSED CHANGES IN PART 2 OF THE DRAFT COMPANIES (AMENDMENT) BILL Clause Current provision in Companies Act Proposed Amendments Reasons/ Consultation Questions Delegation of power to consider and decide on appeals to the Minister of State (Finance) 2 The Companies Act (CA) gives the Minister the Amend the CA to enable the Minister Provide flexibility for the power to consider and decide on appeals against to delegate the power to consider and Minister to delegate the the Registrar’s decision under the following decide on appeals to the Minister of to decide on appeals. sections: State (Finance) if he wishes to. Power to refuse registration: section 20(3) (Note: The delegation power will also of companies: section 27(5) and be applicable to the new section 29(8A) (5A) introduced in Clause 10 below.) Change of name: section 28(3D) and (3E) Power to refuse registration of a foreign company in certain circumstances: section 369(2) Cesser of business in Singapore: section 377(9). Interests in shares 3 & 61 Section 7(4A) provides that where a body Narrow the scope of the deemed For consistency with the corporate has or is deemed to have an interest in interest provision by excluding holding manner in which corporate a share, a person who with his associates is company and fellow subsidiaries from control is exercised. entitled to exercise or control the exercise of not the definition of associates under less than 20% of the votes attached to the voting section 7(5) i.e. amend section 7(5)(a) shares in the body corporate is deemed to have to refer only to subsidiary and repeal an interest in that share. Section 7(5) defines a section 7(5)(b) and (e). In short, after person C as an associate of B if: the amendment, section 7(5) will define a person C as an associate of B if C is a
C TABLE OF PROPOSED CHANGES IN PART 2 OF THE DRAFT COMPANIES (AMENDMENT) BILL Clause Current provision in Companies Act Proposed Amendments Reasons/ Consultation Questions Delegation of power to consider and decide on appeals to the Minister of State (Finance) 2 The Companies Act (CA) gives the Minister the power to consider and decide on appeals against the Registrar’s decision under the following sections: Power to refuse registration: section 20(3) of companies: section 27(5) and (5A) Change of name: section 28(3D) and (3E) Power to refuse registration of a foreign company in certain circumstances: section 369(2) Cesser of business in Singapore: section 377(9). Amend the CA to enable the Minister to delegate the power to consider and decide on appeals to the Minister of State (Finance) if he wishes to. (Note: The delegation power will also be applicable to the new section 29(8A) introduced in Clause 10 below.) Provide flexibility for the Minister to delegate the to decide on appeals. Interests in shares 3 & 61 Section 7(4A) provides that where a body corporate has or is deemed to have an interest in a share, a person who with his associates is entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the body corporate is deemed to have an interest in that share. Section 7(5) defines a person C as an associate of B if: Narrow the scope of the deemed interest provision by excluding holding company and fellow subsidiaries from the definition of associates under section 7(5) i.e. amend section 7(5)(a) to refer only to subsidiary and repeal section 7(5)(b) and (e). In short, after the amendment, section 7(5) will define a person C as an associate of B if C is a For consistency with the manner in which corporate control is exercised.
AnnexC_COACT2.docx