Definition of subsidiary and holding company

5.
(1) For the purposes of this Act, a corporation shall, subject to subsection (3), be
deemed to be a subsidiary of another corporation, if
(a)
that other corporation
(i)
controls the composition of the board of directors of the first-mentioned corporation;
(ii)
controls more than half of the voting power of the first-mentioned corporation; or
(iii)
holds more than half of the issued share capital of the first-mentioned corporation
(excluding any part thereof which consists of preference shares and treasury shares); or
(b)
the first-mentioned corporation is a subsidiary of any corporation which is that other
corporations subsidiary.
[21/2005]
(2) For the purposes of subsection (1), the composition of a corporations board of
directors shall be deemed to be controlled by another corporation if that other corporation
by the exercise of some power exercisable by it without the consent or concurrence of
any other person can appoint or remove all or a majority of the directors, and for the
purposes of this provision that other corporation shall be deemed to have power to make
such an appointment if
(a)
a person cannot be appointed as a director without the exercise in his favour by that other
corporation of such a power; or
(b)
a persons appointment as a director follows necessarily from his being a director or other
officer of that other corporation.
(3) In determining whether one corporation is a subsidiary of another corporation
(a)
any shares held or power exercisable by that other corporation in a fiduciary capacity
shall be treated as not held or exercisable by it;
(b)
subject to paragraphs (c) and (d), any shares held or power exercisable
(i)
by any person as a nominee for that other corporation (except where that other
corporation is concerned only in a fiduciary capacity); or
(ii)
by, or by a nominee for, a subsidiary of that other corporation, not being a subsidiary
which is concerned only in a fiduciary capacity,
shall be treated as held or exercisable by that other corporation;
(c)
any shares held or power exercisable by any person by virtue of the provisions of any
debentures of the first-mentioned corporation or of a trust deed for securing any issue of
such debentures shall be disregarded; and
(d)
any shares held or power exercisable by, or by a nominee for, that other corporation or its
subsidiary (not being held or exercisable as mentioned in paragraph (c)) shall be treated
as not held or exercisable by that other corporation if the ordinary business of that other
corporation or its subsidiary, as the case may be, includes the lending of money and the
shares are held or power is exercisable as aforesaid by way of security only for the
purposes of a transaction entered into in the ordinary course of that business.
(4) A reference in this Act to the holding company of a company or other corporation
shall be read as a reference to a corporation of which that last-mentioned company or
corporation is a subsidiary.
(5) For the purposes of this Act, the Depository, as defined in section 130A, shall not
be regarded as a holding company of a corporation by reason only of the shares it holds
in that corporation as a bare trustee.
[22/93]
[UK, 1948, s. 154; Aust., 1961, s. 6]
Definition of ultimate holding company
5A. For the purposes of this Act, a corporation is the ultimate holding company of
another corporation if
(a)
the other corporation is a subsidiary of the first-mentioned corporation; and
(b)
the first-mentioned corporation is not itself a subsidiary of any corporation.
[13/87]
Definition of wholly owned subsidiary
5B. For the purposes of this Act, a corporation is a wholly owned subsidiary of
another corporation if none of the members of the first-mentioned corporation is a person
other than
(a)
that other corporation;
(b)
a nominee of that other corporation;
(c)
a subsidiary of that other corporation being a subsidiary none of the members of which is
a person other than that other corporation or a nominee of that other corporation; or
(d)
a nominee of such subsidiary.
[13/87]
When corporations deemed to be related to each other
6. Where a corporation
(a)
is the holding company of another corporation;
(b)
is a subsidiary of another corporation; or
(c)
is a subsidiary of the holding company of another corporation,
that first-mentioned corporation and that other corporation shall for the purposes of this
Act be deemed to be related to each other.

Amalgamations
215A. Without prejudice to section 212 and any other law relating to the merger or
amalgamation of companies, 2 or more companies may amalgamate and continue as one
company, which may be one of the amalgamating companies or a new company, in
accordance with sections 215B to 215G, where applicable.
[21/2005]
[NZ, 1993, s. 219; NZ LRC, s. 188]
Amalgamation proposal
215B.
(1) An amalgamation proposal shall contain the terms of an amalgamation under
section 215A and, in particular
(a)
the name of the amalgamated company;
(b)
the registered office of the amalgamated company;
(c)
the full name and residential address of every director of the amalgamated company;
(d)
the share structure of the amalgamated company, specifying
(i)
the number of shares of the amalgamated company;
(ii)
the rights, privileges, limitations and conditions attached to each share of the
amalgamated company; and
(iii)
whether the shares are transferable or non-transferable and, if transferable, whether their
transfer is subject to any condition or limitation;
(e)
a copy of the memorandum of the amalgamated company;
(f)
the manner in which the shares of each amalgamating company are to be converted into
shares of the amalgamated company;
(g)
if shares of an amalgamating company are not to be converted into shares of the
amalgamated company, the consideration that the holders of those shares are to receive
instead of shares of the amalgamated company;
(h)
any payment to be made to any member or director of an amalgamating company, other
than a payment of the kind described in paragraph (g); and
(i)
details of any arrangement necessary to complete the amalgamation and to provide for
the subsequent management and operation of the amalgamated company.
[21/2005]
(2) An amalgamation proposal may specify the date on which the amalgamation is
intended to become effective.
[21/2005]
(3) If shares of one of the amalgamating companies are held by or on behalf of
another of the amalgamating companies, the amalgamation proposal
(a)
shall provide for the cancellation of those shares without payment or the provision of
other consideration when the amalgamation becomes effective; and
(b)
shall not provide for the conversion of those shares into shares of the amalgamated
company.
[21/2005]
(4) A cancellation of shares under this section shall not be deemed to be a reduction of
share capital within the meaning of this Act.
[21/2005]
(5) For the purposes of subsection (1)(a), the name of the amalgamated company may
be
(a)
the name of one of the amalgamating companies; or
(b)
a new name that has been reserved under section 27(12).
[21/2005]
[NZ, 1993, s. 220; NZ LRC, s. 189]
Manner of approving amalgamation proposal
215C.
(1) An amalgamation proposal shall be approved
(a)
subject to the memorandum of each amalgamating company, by the members of each
amalgamating company by special resolution at a general meeting; and
(b)
by any other person, where any provision in the amalgamation proposal would, if
contained in any amendment to the memorandum of an amalgamating company or
otherwise proposed in relation to that company, require the approval of that person.
[21/2005]
(2) The board of directors of each amalgamating company shall, before the general
meeting referred to in subsection (1)(a)
(a)
resolve that the amalgamation is in the best interest of the amalgamating company;
(b)
make a solvency statement in relation to the amalgamating company in accordance with
section 215I; and
(c)
make a solvency statement in relation to the amalgamated company in accordance with
section 215J.
[21/2005]
(3) Every director who votes in favour of the resolution and the making of the
statements referred to in subsection (2) shall sign a declaration stating
(a)
that, in his opinion, the conditions specified in subsection (2)(a), section 215I(1)(a) and
(b) (in relation to the amalgamating company) and section 215J(1)(a) and (b) (in relation
to the amalgamated company) are satisfied; and
(b)
the grounds for that opinion.
[21/2005]
(4) The board of directors of each amalgamating company shall send to every member
of the amalgamating company, not less than 21 days before the general meeting referred
to in subsection (1)(a)
(a)
a copy of the amalgamation proposal;
(b)
a copy of the declarations given by the directors under subsection (3);
(c)
a statement of any material interests of the directors, whether in that capacity or
otherwise; and
(d)
such further information and explanation as may be necessary to enable a reasonable
member of the amalgamating company to understand the nature and implications, for the
amalgamating company and its members, of the proposed amalgamation.
[21/2005]
(5) The directors of each amalgamating company shall, not less than 21 days before
the general meeting referred to in subsection (1)(a)
(a)
send a copy of the amalgamation proposal to every secured creditor of the amalgamating
company; and
(b)
cause to be published in at least one daily English newspaper circulating generally in
Singapore a notice of the proposed amalgamation, including a statement that
(i)
copies of the amalgamation proposal are available for inspection by any member or
creditor of an amalgamating company at the registered offices of the amalgamating
companies and at such other place as may be specified in the notice during ordinary
business hours; and
(ii)
a member or creditor of an amalgamating company is entitled to be supplied free of
charge with a copy of the amalgamation proposal upon request to an amalgamating
company.
[21/2005]
(6) Any director who contravenes subsection (3) shall be guilty of an offence.
[21/2005]
[NZ, 1993, s. 221; NZ LRC, s. 190]
Short form amalgamation
215D.
(1) A company (referred to in this subsection as the amalgamating holding
company) and one or more of its wholly-owned subsidiaries (referred to in this
subsection as the amalgamating subsidiary company) may amalgamate and continue as
one company, being the amalgamated holding company, without complying with
sections 215B and 215C if the members of each amalgamating company, by special
resolution at a general meeting, resolve to approve an amalgamation of the amalgamating
companies on the terms that
(a)
the shares of each amalgamating subsidiary company will be cancelled without any
payment or any other consideration;
(b)
the memorandum of the amalgamated company will be the same as the memorandum of
the amalgamating holding company;
(c)
the directors of the amalgamating holding company and every amalgamating subsidiary
company are satisfied that the amalgamated company will be able to pay its debts as they
fall due during the period of 12 months immediately after the date on which the
amalgamation is to become effective; and
(d)
the person or persons named in the resolution will be the director or directors,
respectively, of the amalgamated company.
[21/2005]
(2) Two or more wholly-owned subsidiary companies of the same corporation may
amalgamate and continue as one company without complying with sections 215B and
215C if the members of each amalgamating company, by special resolution at a general
meeting, resolve to approve an amalgamation of the amalgamating companies on the
terms that
(a)
the shares of all but one of the amalgamating companies will be cancelled without
payment or other consideration;
(b)
the memorandum of the amalgamated company will be the same as the memorandum of
the amalgamating company whose shares are not cancelled;
(c)
the directors of every amalgamating company are satisfied that the amalgamated
company will be able to pay its debts as they fall due during the period of 12 months
immediately after the date on which the amalgamation is to become effective; and
(d)
the person or persons named in the resolution will be the director or directors,
respectively, of the amalgamated company.
[21/2005]
(3) The directors of each amalgamating company shall, not less than 21 days before
the general meeting referred to in subsection (1) or (2), as the case may be, give written
notice of the proposed amalgamation to every secured creditor of the amalgamating
company.
[21/2005]
(4) The resolution referred to in subsection (1) or (2), as the case may be, shall be
deemed to be an amalgamation proposal that has been approved.
[21/2005]
(5) The board of directors of each amalgamating company shall, before the date of the
general meeting referred to in subsection (1) or (2), as the case may be, make a solvency
statement in relation to the amalgamated company in accordance with section 215J.
[21/2005]
(6) Every director who votes in favour of the making of the solvency statement
referred to in subsection (5) shall sign a declaration stating
(a)
that, in his opinion, the conditions specified in section 215J(1)(a) and (b) are satisfied;
and
(b)
the grounds for that opinion.
[21/2005]
(7) Any director who contravenes subsection (6) shall be guilty of an offence.
[21/2005]
(8) A cancellation of shares under this section shall not be deemed to be a reduction of
share capital within the meaning of this Act.
[21/2005]
[NZ, 1993, s. 222; NZ LRC, s. 191]
Registration of amalgamation
215E.
(1) For the purpose of effecting an amalgamation, the following documents shall be
filed with the Registrar, in the prescribed form with such particulars as may be required
in the form, together with payment of the prescribed fee:
(a)
the amalgamation proposal that has been approved;
(b)
any declaration required under section 215C or 215D, as the case may be;
(c)
a declaration signed by the directors of each amalgamating company stating that the
amalgamation has been approved in accordance with this Act and the memorandum of
the amalgamating company;
(d)
where the amalgamated company is a new company or the amalgamation proposal
provides for a change of the name of the amalgamated company, a copy of any notice or
other documentary evidence that the name which it is proposed to be registered or the
proposed new name, as the case may be, has been reserved under section 27(12); and
(e)
a declaration signed by the directors, or proposed directors, of the amalgamated company
stating that, where the proportion of the claims of the creditors of the amalgamated
company in relation to the value of the assets of the amalgamated company is greater
than the proportion of the claims of the creditors of an amalgamating company in relation
to the value of the assets of the amalgamating company, no creditor will be prejudiced by
that fact.
[21/2005]
(2) Where the amalgamated company is a new company
(a)
section 19(1)(a) and (c) shall be deemed to have been complied with if, and only if,
subsection (1) has been complied with; and
(b)
the reference to a person named in the articles as a director or the secretary of the
proposed company in section 19(2)(b) includes a reference to a proposed director of the
amalgamated company.
[21/2005]
[NZ, 1993, s. 223; NZ LRC, s. 192]
Notice of amalgamation, etc.
215F.
(1) Upon the receipt of the relevant documents and fees, the Registrar shall
(a)
if the amalgamated company is the same as one of the amalgamating companies, issue a
notice of amalgamation in such form as the Registrar may determine; or
(b)
if the amalgamated company is a new company, issue a notice of amalgamation in such
form as the Registrar may determine together with the notice of incorporation under
section 19(4).
[21/2005]
(2) Where an amalgamation proposal specifies a date on which the amalgamation is
intended to become effective, and that date is the same as or later than the date on which
the Registrar receives the relevant documents and fees referred to in subsection (1), the
notice of amalgamation and any notice of incorporation issued by the Registrar shall be
expressed to have effect on the date specified in the amalgamation proposal.
[21/2005]
(3) The Registrar shall, as soon as practicable after the effective date of an
amalgamation, remove the amalgamating companies, other than the amalgamated
company, from the register.
[21/2005]
(4) Upon the application of the amalgamated company and payment of the prescribed
fee, the Registrar shall issue to the amalgamated company a certificate of confirmation of
amalgamation under his hand and seal.
[21/2005]
[NZ, 1993, s. 224; NZ LRC, s. 193]
Effect of amalgamations
215G. On the date shown in a notice of amalgamation
(a)
the amalgamation shall be effective;
(b)
the amalgamated company shall have the name specified in the amalgamation proposal;
(c)
all the property, rights and privileges of each of the amalgamating companies shall be
transferred to and vest in the amalgamated company;
(d)
all the liabilities and obligations of each of the amalgamating companies shall be
transferred to and become the liabilities and obligations of the amalgamated company;
(e)
all proceedings pending by or against any amalgamating company may be continued by
or against the amalgamated company;
(f)
any conviction, ruling, order or judgment in favour of or against an amalgamating
company may be enforced by or against the amalgamated company; and
(g)
the shares and rights of the members in the amalgamating companies shall be
converted into the shares and rights provided for in the amalgamation proposal.


BANKING ACT
Mergers
14.
(1) A bank incorporated in Singapore shall not be merged or consolidated with, or
be taken over by, any other body corporate or unincorporate without the prior written
approval of the Minister.
[23/2001]
(2) The Minister may approve an application made under subsection (1) if
(a)
the Authority is satisfied that
(i)
the body corporate or unincorporate is a fit and proper person or body of persons; and
(ii)
having regard to the likely influence of the body corporate or unincorporate, the business
of the bank will be or will continue to be conducted prudently and the provisions of this
Act will be or will continue to be complied with in relation to such business; and
(b)
the Minister is satisfied that it is in the national interest to do so.
[1/2007]
(2A) The parties to a proposed merger or consolidation, in respect of which an
application is made under this section, shall furnish such information as the Minister or
the Authority may require for the purposes of subsection (2).
[1/2007]
(3) Without prejudice to the generality of subsection (1), for the purposes of this
section, a bank shall be deemed to be merged with a body corporate or unincorporate if
the bank or its shareholders enter into any agreement or arrangement under which all or
substantially all of the business of the bank is to be managed, and under which the
shareholders of the bank will be accorded rights, as if the bank has been merged with
such body corporate or unincorporate, as the case may be.
[23/2001]
Approval by Minister for merger of certain banks
14A.
(1) Subject to this section and section 14B, on the joint application of a bank and
one or more banks which are wholly-owned subsidiaries of that bank, the Minister may
approve the merger of those banks and issue a certificate of approval.
[28/93]
(2) The issue of a certificate of approval by the Minister under subsection (1) merges
the banks that are parties to the merger agreement on which the application for the
certificate of approval is based.
[28/93]
(3) Where a certificate of approval is issued under subsection (1) merging the banks,
the merger shall for all purposes be deemed to have occurred and to be effective on the
date mentioned in subsection (4).
[28/93]
(4) A certificate of approval issued under subsection (1) shall have no force or effect
until a copy of the certificate and the merger agreement on which it is issued is lodged
with the Registrar of Companies, and upon being so lodged the certificate shall take
effect on and from the date of lodgment.
[28/93]
(5) No application to the Minister for a certificate of approval merging 2 or more
banks may be made under subsection (1)unless
(a)
the merger is between a bank and one or more banks which are wholly owned
subsidiaries of that bank;
(b)
the banks proposing to merge have entered into a merger agreement; and
(c)
the application for the certificate of approval is made within 2 weeks from the date of
execution of the merger agreement referred to in paragraph (b).
[28/93; 23/2001]
(6) Where a certificate of approval is issued under subsection (1) merging the banks,
those banks shall publish a notice of the approval of the merger at least once in a local
Malay, English, Chinese and Tamil language daily newspaper within one week from the
date of the certificate of approval.
[28/93]
(7) For the avoidance of doubt, it is hereby declared that sections 210 and 212 of
the Companies Act (Cap. 50) shall not apply to the banks which have jointly applied for a
certificate of approval under subsection (1).
[28/93]
Condition for issue of certificate of approval
14B.
(1) The Minister shall not issue a certificate of approval under section 14A unless
the application thereof is supported by satisfactory evidence that the applicants have
complied with the requirements of that section in relation to the merger.
[28/93]
(2) Nothing in this Act shall be construed as precluding the Minister from refusing to
issue or approve the issue of any certificate of approval under section 14A and any
decision of the Minister under that section shall be final and shall not be called in
question in any court.
[28/93]
Effect of merger
14C. As from the date mentioned in section 14A(4), the provisions set out
in the Second Schedule shall have effect and shall apply to the banks that are
parties to the merger agreement on which a certificate of approval is issued
under section 14A(1).