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Public Feedback Sought For Draft Companies (Amendment No. 2) Bill 2003

30 Jul 2003

1. The Ministry of Finance is seeking public comments on the draft Companies (Amendment No. 2) Bill 2003 which sets out the legislative amendments required to implement the second batch of recommendations from the Company Legislation and Regulatory Framework Committee ("CLRFC"). MOF plans to table the draft Bill for First Reading in the Parliament in late 2003.


2. On 22 October 2002, Deputy Prime Minister Lee Hsien Loong announced that the Government has accepted all 77 recommendations from the CLRFC. To effect the recommendations, amendments to the Companies Act, the Securities and Futures Act, and the SGX listing rules are required. It will also involve the enactment of new legislation, such as the omnibus insolvency legislation, as well as the Limited Partnerships Act and Limited Liability Partnerships Act.

3. The amendments to the Companies Act to effect the first batch of CLRFC recommendations was done in May this year. The attached Bill will implement the second batch of recommendations, covering areas such as the introduction of private companies with one shareholder and one director, the removal of par value and authorised share capital etc. With this, most of the recommendations that require changes to the Companies Act will be effected. A few, such as the restatement of directors' duties, have been deferred because their implementation is modelled after the revised UK Companies Act, which is being drafted by the UK authorities.

Public Consultation

4. MOF would like to invite interested parties to provide comments on the draft Companies (Amendment No. 2) Bill 2003. A copy of the draft Bill can be downloaded from our website at Respondents may send in their comments via email to or via fax to 6337 4134. The Ministry would request that all comments be submitted by 15 September 2003. Thank you.

Annex: Summary of amendments in the draft Companies (Amendment No. 2) Bill 2003