Ⅰ. SOURCES OF SINGAPORE AND MALAYSIAN COMPANIES LAW AND REGISTRATION OF BUSINESS ORGANISATIONS 1
Reception of Common Law 1
Registration of Businesses Conducted For Gain with Excess of Twenty Persons 8
Unit Trust Schemes 23
Ⅱ. CORPORATE PERSONALITY 26
Separate Legal Personality 26
Responsibility for Acts of Servants 29
Lifting the Corporate Veil 38
Foreign Companies 39
Service of Process on Companies 46
Ⅲ. PROMOTERS AND PREINCORPORATION CONTRACTS 57
Promoter's Fiduciary Duty 57
Preincorporation Contracts 73
Ⅳ. MEMORANDUM OF ASSOCIATION 85
Objects and Powers 85
Ultra Vires 85
Ⅴ. ARTICLES OF ASSOCIATION 136
Effect of Articles 136
Alteration of Articles 182
Class Rights 187
Ⅵ. GENERAL MEETING OF SHAREHOLDERS 197
Constitution of the General Meeting 197
Proxies 219
Measures to Secure Voting Power: 266
(i) Cumulative Voting 266
(ii) Shareholder Voting Agreements 268
(iii) Voting Trusts 270
Division of Power between General Meeting And Board of Directors 275
Ⅶ. DIRECTORS 295
Appointment, Remuneration, Meetings and Removal 295
Director's Duties Duty of Care 325
Loans to Directors 326
Register of Director's Shareholdings 327
Director's Contracts with the Company 331
Insider Trading 334
Secret Profits/Corporate Opportunity 334
Breach of Trust 384
Excess of Authority: Indoor Management/Constructive Notice 400
Excess of Authority 413
Ⅷ. CORPORATE FINANCING I 444
Nature of Shares: 444
No par value shares 446
Ordinary and Preference Shares 449
Bonus Shares 464
Conversion of Shares 466
Valuation of Shares 469
Lien on Shares 505
Purchase and Sale of Shares 510
Stock Exchange Delivery Rules 510
Speculative Dealings 514
Tender 517
Non-delivery 526
Sale Through Brokers 546
Stockbrokers 547
Transfer and Transmission of Shares 562
Gift of Shares 577
Blank Transfers 598
Refusal to Register 616
Rectification of Register 632
Ⅸ. CORPORATE FINANCING II 645
Non-equity Share Capital 645
Debentures 649
Floating Charges 663
Registration of Charges 679
Conclusiveness of Certificate 701
Receivers 718
Variation of Share Capital 720
Finance Assistance by a Company in the Acquisition of its own Shares 722
Constructive Trust 750
Accounts and Audit 789
Dividends 791
Ⅹ. PUBLIC FLOTATION OF SHARES 792
Public Offer 792
Private Offering 804
Prospectuses 807
Allotments 835
Remedies 842
Stock Exchange Prospectus Requirements 854
Ⅺ. SECURITIES FRAUDS 864
Reckless Statements 864
Wash Trading 870
Market Rigging 874
Insider Trading: 884
Manipulative and Deceptive Devices 884
Short-Swing Profits 931
Common Law 938
Ⅻ. OPPRESSION OF MINORITY SHAREHOLDERS 948
Minority Shareholder Actions 948
Derivative Suits 981
Oppression 993
ⅩⅢ. TAKEOVERS AND MERGERS 1043
Takeovers 1043
Singapore Code on Takeovers 1044
Disposal of Assets 1060
Acquisition of Dissentient Minority 1068
ⅩⅣ. WINDING UP 1080
Just and Equitable Ground 1080
Company Unable to Pay its Debts 1096
Disposition of Property after Commencement of Winding Up 1104
Foreign Companies Winding Up 1114
Creditors' Meeting 1118
Proof of Debt 1120
Priorities 1128
Liquidator 1130
ⅩⅤ. FORMS AND SPECIMEN DOCUMENTS1138 1138
Consent to act as Director 1139
Notice of Situation of Registered Office 1140
Certificate of Identity 1140
Statutory Declaration of Compliance 1141
Certificate of Incorporation of Private Company 1143
Certificate of Incorporation of Public Company 1142
Certificate to Commerce Business 1143
Return Giving Particulars in Register of Directors 1144
Memorandum of Association 1145
Return of Allotment of Shares 1149
Form of Annual Return of a Company Having a Share Capital 1150
Certificate to be Given by an Exempt Private Company 1152
Proxy Form 1154
Annual Report UOB 1974 1156
Bond Issue Prospectus 1173
Bond Application 1213
Singapore Paper Prospectus 1214
Application for Shares 1234
Dividend Warrant 1236
Share Transfer Form 1237
Lost Share Certificate Advertisement 1241
Share Certificate 1241
Certificate of Registration of Charge 1242
Register of Charges to be Kept by Registrar of Companies 1243
Statement of Particulars to be Lodged with Charge 1242
Declaration of Solvency 1245
Statement Attached to Declaration of Solvency 1246
Statutory Declaration as to Proof of Debt 1247