MOF public consultation regarding the new Draft Companies (Amendment) Bill 2013



MOF public consultation regarding the new Draft Companies (Amendment) Bill 2013

Date Published: 3 June 2013


On 2 May 2013, the Ministry of Finance (“MOF“) released a draft of the Companies (Amendment) Bill (“Bill“) to amend the current Companies Act (the “Act“) based on the recommendations of the Steering Committee (“SC“) which were accepted by the MOF in October 2012. Our last CNPUpdate featured comments on the responses of MOF. MOF has now opened a consultation to gather comments from the public on the Bill before it is presented to the Parliament. The public consultation exercise will run from 2 May 2013 to 14 June 2013.

Some key amendments provided for in the Bill are:

  • Extension of the definition of a director to widen the inclusion of “shadow directors” and specific regulation of the CEO;
  • The new exception for loans to directors;
  • Removal of the definition of a “preference share”, which simplifies non-voting equity shares and introduction of equity shares with different voting rights in public companies;
  • Uniform solvency statement for directors;
  • Exception from audit requirements for small companies;
  • Merger of the Memorandum and the Articles of Associations into a single Constitution document;
  • Modification of the list of registrable charges;
  • Introduction of multiple proxies to enable indirect investors to participate at shareholders’ meetings; and
  • Extension of the regime applicable to treasury shares to shares of the holding company held by subsidiaries.


We will be providing our analysis of certain key amendments in the following issues of CNPupdate.

Disclaimer: This update is provided to you for general information and should not be relied upon as legal advice.


CNPLaw’s Corporate Advisory Lawyer

Ken Chia Legal Partner at CNPLaw LLP image


    Ken heads the Corporate advisory team in the firm and has an international focus in his corporate and M&A work and worked in business development positions with various subsidiaries of the Hang Lung Group in Shanghai and with Informa plc in Singapore. Ken is “Recommended” by The Legal 500 Asia Pacific 2021 for the Corporate and M&A practice and is rated as a “Notable Practitioner” in the IFLR1000 Thirtieth Edition.

    Every business involves an amalgam of various stakeholders, such as investors, shareholders and directors. Ideally, each of these stakeholders should have a common vision of what is best for the company. However, this is rarely the case when individual interests are factored into the equation.

    Stakeholder conflicts (regarding issues such as breaches of fiduciary dutiesderivative actionsshareholder oppressionmanagement deadlocksmanagement compensationdividend payments and buy-outs) can be a thorny issue and can leave a company crippled if not addressed promptly.

    Given the diversity of interests at play, we appreciate that a multi-faceted approach is usually the most cost-efficient method of resolving stakeholder conflicts. Therefore, we provide clients with ready access to an integrated team of lawyers (combining the experience of our corporate, dispute resolution and employment law practices where applicable) who will effectively engage the relevant stakeholders in discussions on how best to resolve their differences amicably.

    More often than not, clients are able to avoid costly protracted court proceedings and resolve stakeholder conflicts with discretion and expediency.

    Each M&A deal entails the confluence of multiple legal disciplines. That is why we take great care when assembling a team for each deal, ensuring that there is an optimal mix of specialisation in the clients’ identified areas of concern, such as taxemployment and intellectual property, and necessary industry-specific experience.

    We provide support to our clients at every stage of the deal. We will be there at the beginning of the process, helping to facilitate the negotiations between the parties and advising on the structure of the transaction. Once the parties have reached a consensus, we meticulously prepare the necessary documentation. Recognising that M&A deals are often the first page of a new chapter for the parties involved, we also provide post-transaction support to ensure a smooth transition such as the preparation of shareholder agreementsemployment agreements, and other relevant commercial documentation.