Week 1
Company: “incorporated pursuant to this Act”
Corporation: “body corporate” “in Singapore or outside Singapore” “does not include any LLP”
-​ Does not include general partnership because corporation is a separate legal entity (GP
is not a body corporate)
-​ LLP is a body corporate (it is a separate legal entity) (but it is excluded under this
definition of “corporation”)
Corporation is wider because it includes all the foreign things that are outside SG
Company is a subset of corporation
Public company vs private company
Look at section 4(1) for the definition
Exempt private company: cannot be held indirectly or directly by another corporation
-​ Can make restricted transactions (e.g. loan from company to director) but normal
companies face a lot of restrictions
-​ No need to file accounts with ACRA as long as it is solvent
-​ Has its advantages
Small company
-​ Following FRS, 1) revenue threshold (total annual revenue) <$=10mil, 2) asset threshold
(total assets) <=$10 mil, 3) employees <50, if satisfies 2 out of 3 criteria, then it is
considered a small company and is exempted from audit
Related companies (section 5)
-​ Subsidiaries
-​ If the shares are voting shares (ordinary shares) or dual class shares → if H only
holds 20% of shares in A it might still be a subsidiary (the voting power may still
be more than half even if it only holds 20% of shares as the shares may have
more voting rights than the other shares)
-​ If H appoints the BOD of A but holds less than half of the voting power → A is still
a subsidiary because of section 5(1)(i)
Process of incorporation
-​ Section 17
-​ If not incorporated → the company is an illegal existence
-​ Incorporation documents: M&A (old name), constitution (new name)
-​ Model constitution
-​ Name of company → “which so nearly resembles the name of any other company, or
any corporation, limited liability partnership, limited partnership or registered business
name, as to be likely to be mistaken for it; or” → foreign companies can complain to
ACRA for the other company to change the name
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If Acra accepts the name and cannot direct the company to change its name → could be
bad for SG as a business hub → have to have more manpower to check global registry
of companies to see that there is no similar name, takes time and money
Trademarks → trademarks act