(7)  The power of a Court under section 391 to relieve a person to whom that section applies, wholly or partly and on such terms as the Court thinks fit, from a liability referred to in that section extends to relieving a person against whom an order may be made under subsection (6) from the liability to have such an order made against him. (5)  The day or period specified for the purposes of subsection (4) must be within the period of 28 days ending on the day before the resolution is passed. (2)  If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months. Issue of shares seems to be a simple process and most of the people know about it in its general form only. the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares in the company. to furnish a bond for an amount equal to at least the current market value of the shares or debentures indemnifying the company against loss following on the production of the original certificate or document. My client has issued shares, some for cash and some in exchange for an assignment of IP. As such, the allotment and issuance of all the Consideration Shares fall within the limits of the Share Issue Mandate. (2)  The Registrar shall not accept for registration any statement in lieu of prospectus unless it appears to him to comply with the requirements of this Act. a resolution to vary any right attached to a specified share and conferred on the holder. However, if the target company is a property holding entity, the allotment of shares may be subject to Additional Conveyance Duties (ACD). no application for cancellation of the resolution has been made under section 78D(2) during the 6 weeks beginning with the resolution date, for the reduction of share capital to take effect, the company must lodge with the Registrar —, a copy of the resolution in accordance with section 186; and. —(1)  If a private company refuses to lodge a notice of transfer of any share in the company it shall, within 30 days after the date on which the transfer was lodged with it, send to the transferor and the transferee notice of the refusal. (6)  For the purposes of this section, a debt is outstanding if it has not been discharged, and a claim is outstanding if it has not been terminated. an order directing a person to indemnify the company or another person against any loss or damage that the company or other person may suffer as a result of the contract or transaction or as a result of the contract or transaction being or having become void. an undertaking in writing that if it is found or received by the owner it will be returned to the company. Offences for making groundless or false statements, Application and interpretation of Division. (7)  Redenomination in accordance with a resolution under this section takes effect —, on the day on which the resolution is passed; or. (4)  For the purpose of settling the list of qualifying creditors, the Court —, shall ascertain, as far as possible without requiring an application from any creditor, the names of qualifying creditors and the nature and amount of their debts or claims; and. (6)  A resolution under this section may specify conditions which must be met before the redenomination takes effect. an undertaking to pay cash to the company on or before a date not more than 90 days after the date on which the company agrees to sell the shares. The issue of shares at a discount means the issue of the shares at a price less than the face value of the share. the full name, identification, nationality (if such identification or nationality, as the case may be, is required by the Registrar) and address of, and the number and class of shares held by each of the 50 members who, following the allotment, hold the most number of shares in the company (excluding treasury shares). Opco has $500,000 of retained earnings. (2)  If, at the time the Court considers the application, there is a qualifying creditor within the meaning of section 78H —, who is included in the Court’s list of qualifying creditors under that section; and. (2)  Where any person acts on the faith of a false certification by a company made negligently, the company shall be under the same liability to him as if the certification had been made fraudulently. All rights reserved. a notice of purchase or acquisition in the prescribed form with the following particulars: the number of shares purchased or acquired; the number of shares held as treasury shares; the company’s issued share capital before the purchase or acquisition; the company’s issued share capital after the purchase or acquisition; the amount of consideration paid by the company for the purchase or acquisition of the shares; whether the shares were purchased or acquired out of the profits or the capital of the company; and. the company shall have and shall be deemed always to have had power to reissue the debentures, either by reissuing the same debentures or by issuing other debentures in their place but the reissue of a debenture or the issue of one debenture in place of another under this subsection, whether the reissue or issue was made before or after that date, shall not be regarded as the issue of a new debenture for the purpose of any provision limiting the amount or number of debentures that may be issued by the company. Restriction on varying contracts referred to in prospectus, etc. (3)  If the proposed reduction of share capital involves either —. A company can, however, issue shares nil or partly paid. —(1)  The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate, whether incorporated or carrying on business in Singapore or not. meets such publicity requirements as may be prescribed by the Minister. —(1)  A transfer of the share, debenture or other interest of a deceased person made by his personal representative shall, although the personal representative is not himself a member of the company, be as valid as if he had been such a member at the time of the execution of the instrument of transfer. extinguish or reduce the liability on any of its shares in respect of share capital not paid up; cancel any paid-up share capital which is lost or unrepresented by available assets; return to shareholders any paid-up share capital which is more than it needs. (3)  In relation to a company the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock shall be deemed to be an interest in an issued share in the company having attached to it the same rights as are attached to that stock. My client has issued shares, some for cash and some in exchange for an assignment of IP. a person has ceased to be a substantial shareholder in a company, if the first-mentioned person holds the shares on 1st October 1971 — within 14 days after that date; or. (8)  A resolution under this section lapses if the redenomination for which it provides has not taken effect at the end of the period of 28 days beginning on the date on which it is passed. 156 Disclosure of interests in transactions, property, offices, etc. (2)  If default is made in complying with this section, the company or the foreign company and every officer of the company or foreign company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. share duty in Singapore? the date the debt for which the charge was given was paid or satisfied in whole; the date the property or undertaking charged was released or ceased to form part of the company’s property or undertaking; or. Do I account for all the shares at the same value and account for the IP as an asset at that value? 32 Default in complying with requirements as to private companies, 33 Alterations of objects in constitution, 34 Alteration of constitution by company pursuant to repeal and re-enactment of sections 10 and 14 of Residential Property Act, 38 As to constitution of companies limited by guarantee, 41 Ratification by company of contracts made before incorporation, 42A Company or foreign company with a charitable purpose which contravenes the Charities Act or regulations made thereunder may be wound up or struck off the register, 59 Restriction on allotment in certain cases, 60 Requirements as to statements in lieu of prospectus, 61 Restrictions on commencement of business in certain circumstances. shares or units of shares in a holding company or ultimate holding company, as the case may be, of the company. Whom does it affect? How Can You Issue Shares. at the time of the issue of the debentures the assets of the corporation which constituted or were intended to constitute the security therefor were sufficient or likely to become sufficient to discharge the principal debt and any interest thereon; the security, if realised under the circumstances existing at the time of the application, would be likely to bring not more than 60% of the principal sum of moneys outstanding (regard being had to all prior charges and charges ranking pari passu if any); and. Unlike a sole proprietorship or a partnership, the owners of a company and the company itself are separate legal persons and, theoretically, potential losses to the owners are limited to the value of their shares. (7)  The company may only make an offer to enter into a contingent purchase contract in accordance with all of the following conditions: the offer must be made to every person who holds shares of the same class in the company; the number of shares that a company is obliged or entitled to purchase or acquire under the contract from any person, in relation to the total number of shares of the same class held by that person, must be of the same proportion for every person who holds shares of that class to whom the offer is made; and. Investor’s Portfolio Value (before rights issue) = 100 shares x $10 = $ 1,000; Number of right shares to be received = (100 x 2/5) = 40; Price paid to buy rights shares = 40 shares x $6 = $ 240 hold the shares or stocks (or any of them); or. against each name so entered, the information given in the notice and, where it receives a notice under section 83 or 84, the information given in that notice. (3)  Otherwise, the Court shall dismiss the application. no such payment shall be made unless it is authorised, by the constitution or by special resolution, and is approved by the Court; before approving any such payment, the Court may at the expense of the company appoint a person to inquire and report as to the circumstances of the case, and may require the company to give security for the payment of the costs of the inquiry; the payment shall be made only for such period as is determined by the Court, but in no case extending beyond a period of 12 months after the works or buildings have been actually completed or the plant provided; the rate of interest shall in no case exceed 5% per annum or such other rate as is for the time being prescribed; and. (5)  When a series of debentures containing or giving by reference to any other instrument any charge to the benefit of which the debenture holders of that series are entitled equally is created by a company, it shall be sufficient if there are lodged with the Registrar for registration within 30 days after the execution of the instrument containing the charge, or if there is no such instrument after the execution of the first debenture of the series, a statement containing the following particulars: the total amount secured by the whole series; the dates of the resolutions authorising the issue of the series and the date of the covering instrument, if any, by which the security is created or defined; a general description of the property charged; and. Announcement -- 21 March 2019 at 11:45 capital is the aggregate of the shares such... Are two shareholders in the solvency statement in subsection ( 1 ) ( prevailing on each consecutive day of company! 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