PART 5 第五部分 MANAGEMENT AND ADMINISTRATION
管理与行政 |
Division 1 — Office and name
第一分部 —— 办公场所与名称 |
Registered office of company
公司注册办事处 |
142.—(1) A company must as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which must be open and accessible to the public for not less than 3 hours during ordinary business hours on each business day.
142.—(1) 公司自成立之日起，必须在新加坡境内设有注册办事处，所有通讯及通知均可寄送至该地址，且该办事处须在每个工作日的正常营业时间内向公众开放至少 3 小时。(2) If default is made in complying with subsection (1), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
(2) 如未遵守第(1)款规定，该公司及其每位失职高级人员均属犯罪，一经定罪，可处以不超过 5,000 元的罚款，并须按日计罚。 |
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| 143.—(1) Notice in the prescribed form of the situation of the registered office, the days and hours during which it is open and accessible to the public, must, in the case of a proposed company, be lodged with the Registrar together with its constitution, at the time of lodgment for the incorporation of the proposed company and in the case of any subsequent change of the particulars therein be so lodged within 14 days after any such change, but no notice of the days and hours during which the office is open and accessible to the public is required if the office is open for at least 5 hours during ordinary business hours on each business day. [36/2014]
143.—(1) 拟成立公司须在提交公司注册申请时，随章程一并以规定格式向注册官申报其注册办事处所在地、向公众开放的具体日期及时间；若上述信息发生变更，须在变更后 14 日内申报。但若该办事处在每个工作日的正常营业时间内开放至少 5 小时，则无需申报开放日期及时间。(1A) In subsection (1), the word “particulars”, in relation to the situation of the registered office, includes the address and designation of the situation or address of the registered office.
(1A) 在第(1)款中，"详情"一词就注册办事处的位置而言，包括注册办事处的位置或地址的具体地址和名称。 |
(2) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
(2) 如违反本条规定，该公司及其每名失责高级人员均属犯罪，一经定罪，可处以不超过 5,000 元的罚款，并另加每日违约罚金。 |
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Publication of name and registration number
名称及注册编号的公布 |
144.—(1) The name of a company must appear in legible romanised letters on —| (a) | its seal, if any; and
其印章（如有）；及 | | (b) | all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company.
所有由公司或代表公司签发或签署（或声称由其签发或签署）的商业信函、对账单、发票、正式通知、出版物、汇票、本票、背书、支票、订单、收据及信用证。[15/2017] [2017 年第 15 号法案] |
144.—(1) 公司名称必须以清晰可辨的罗马字母显示于——(1A) The registration number of a company must appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.
(1A) 公司注册号码必须以清晰可辨的形式，标注于所有由公司或代表公司签发或签署（或声称由其签发或签署）的商业信函、对账单、发票、正式通知及出版物上。 |
(1B) A company shall be guilty of an offence if default is made in complying with subsection (1) or (1A).
(1B) 任何公司如违反第(1)款或第(1A)款规定，即构成犯罪。 |
(2) If an officer of a company or any person on its behalf —
(2) 若公司高级职员或任何代表公司的人员——| (a) | uses or authorises the use of any seal purporting to be a seal of the company whereon its name does not so appear;
使用或授权使用任何看似为公司印章但未显示公司名称的印章； | | (b) | issues or authorises the issue of any business letter, statement of account, invoice or official notice or publication of the company wherein its name is not so mentioned; or
签发或授权签发任何未提及公司名称的商业信函、账户对账单、发票或公司正式通知及出版物；或 | | (c) | signs, issues or authorises to be signed or issued on behalf of the company any bill of exchange, promissory note, cheque or other negotiable instrument or any indorsement, order, receipt or letter of credit wherein its name is not so mentioned,
代表公司签署、签发或授权签署及签发任何未载明公司名称的汇票、本票、支票或其他可转让票据，或任何背书、指令、收据及信用证， |
he or she shall be guilty of an offence, and where he or she has signed, issued or authorised to be signed or issued on behalf of the company any bill of exchange, promissory note or other negotiable instrument or any indorsement thereon or order wherein that name is not so mentioned, he or she shall in addition be liable to the holder of the instrument or order for the amount due thereon unless it is paid by the company.
该人即构成犯罪；若其代表公司签署、签发或授权签署及签发任何未载明公司名称的汇票、本票或其他可转让票据及其背书或指令，除承担刑事责任外，还须向票据或指令持有人支付到期款项，除非该款项已由公司清偿。 |
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Division 2 — Directors and officers
第 2 分部——董事及高级人员 |
145.—(1) Every company must have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.
—(1) 每家公司必须至少有一名通常居住在新加坡的董事；若公司仅有一名成员，则该唯一董事亦可兼任公司唯一成员。(2) No person other than a natural person who has attained the age of 18 years and who is otherwise of full legal capacity may be a director of a company.
(2) 除年满 18 周岁且具备完全法律行为能力的自然人外，任何其他主体均不得担任公司董事。[7/2009] [2009 年第 7 号法案] |
(3) [Deleted by Act 12 of 2002]
(3) [由 2002 年第 12 号法案删除] |
(4) Any provision in the constitution of a company which was in force immediately before 29 December 1967 and which operated to constitute a corporation as a director of the company is to be read and construed as if it authorised that corporation to appoint a natural person to be a director of that company.
(4) 任何在 1967 年 12 月 29 日前生效的公司章程条款，若其效力构成某法人团体担任公司董事的，应解读并解释为授权该法人团体委任一名自然人担任该公司董事。[36/2014] |
(4A) Subject to subsection (5), unless the constitution otherwise provides, a director of a company may resign by giving the company a written notice of his or her resignation.
(4A) 在符合第(5)款规定的前提下，除公司章程另有规定外，公司董事可通过向公司提交书面辞职通知的方式辞职。[36/2014] |
(4B) Subject to subsection (5), the resignation of a director is not conditional upon the company’s acceptance of his or her resignation.
(4B) 在遵守第(5)款的前提下，董事的辞职不取决于公司是否接受其辞呈。[36/2014] |
(5) Despite anything in this Act or in the constitution of the company, or in any agreement with the company, a director of a company must not resign or vacate his or her office unless there is remaining in the company at least one director who is ordinarily resident in Singapore; and any purported resignation or vacation of office in breach of this subsection is invalid.
(5) 即使本法或公司章程或与公司签订的任何协议中有任何规定，公司董事不得辞职或离任，除非公司中至少有一名通常居住在新加坡的董事继续留任；任何违反本款规定的辞职或离任均属无效。[36/2014] |
(6) Subsection (5) does not apply where a director of a company is required to resign or vacate his or her office —
(6) 在下列情形下，第(5)款不适用于要求公司董事辞职或离职的情况——| (a) | if the director has not within the period referred to in section 147(1) obtained his or her qualification;
若该董事未在第 147(1)条规定的期限内取得其任职资格； | | (b) | by virtue of his or her disqualification or removal or the revocation of his or her appointment as a director (as the case may be) under section 148, 149, 149A, 154, 155, 155A or 155C of this Act, section 50 or 54 of the Banking Act 1970, section 50 or 54 of the Banking Act 1970 as applied by section 55ZJ of that Act, section 46(7) of the Credit Bureau Act 2016, section 47 of the Finance Companies Act 1967, section 64 of the Financial Advisers Act 2001, section 62 or 63 of the Financial Holdings Companies Act 2013, section 48 of the Financial Services and Markets Act 2022, section 35, 36, 88 or 102(2)(a)(ii) of the Insurance Act 1966, section 40 of the Monetary Authority of Singapore Act 1970 as in force immediately before the date of commencement of section 205 of the Financial Services and Markets Act 2022, section 35 or 66 of the Payment Services Act 2019, section 43, 46Z, 81P, 81ZJ, 97, 123Y, 123ZU or 292A of the Securities and Futures Act 2001 and section 14 of the Trust Companies Act 2005; or
因其根据本法第 148 条、149 条、149A 条、154 条、155 条、155A 条或 155C 条，《1970 年银行法》第 50 条或 54 条（经该法第 55ZJ 条引用），《2016 年信用局法》第 46(7)条，《1967 年财务公司法》第 47 条，《2001 年财务顾问法》第 64 条，《2013 年金融控股公司法》第 62 条或 63 条，《2022 年金融服务业与市场法》第 48 条，《1966 年保险法》第 35 条、36 条、88 条或 102(2)(a)(ii)条，《1970 年新加坡金融管理局法》第 40 条（在《2022 年金融服务业与市场法》第 205 条生效日前有效），《2019 年支付服务法》第 35 条或 66 条，《2001 年证券与期货法》第 43 条、46Z 条、81P 条、81ZJ 条、97 条、123Y 条、123ZU 条或 292A 条，以及《2005 年信托公司法》第 14 条的规定，被取消董事资格、免职或撤销董事任命（视情况而定）；或[Act 18 of 2022 wef 10/05/2024]
[2022 年第 18 号法案，自 2024 年 5 月 10 日起实施] | | (c) | if the director, being a director of a Registered Fund Management Company as defined in the Securities and Futures (Licensing and Conduct of Business) Regulations, has been removed by the company as director in accordance with those Regulations.
若该董事身为《证券与期货（执照与业务行为）条例》所定义的注册基金管理公司董事，且已依据该条例被公司免去董事职务。[36/2014; 27/2016; 4/2017; 31/2017; 2/2019; 1/2020]
[2014 年第 36 号法案；2016 年第 27 号；2017 年第 4 号；2017 年第 31 号；2019 年第 2 号；2020 年第 1 号] |
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(7) If there is a contravention of subsection (1), the Registrar may, either of the Registrar’s own motion or on the application of any person, direct the members of the company to appoint a director who is ordinarily resident in Singapore if the Registrar considers it to be in the interests of the company for such appointment to be made.
(7) 如违反第(1)款规定，若注册官认为作出此项任命符合公司利益，可依职权或应任何人申请，指示公司成员任命一名通常居住于新加坡的董事。 |
(8) If the direction under subsection (7) is not complied with, each member in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part thereof during which the offence continues after conviction.
(8) 若未遵守第(7)款所述指令，则每位违规成员即构成犯罪，一经定罪，可处以不超过 2000 新元的罚款；若属持续犯罪，则定罪后每持续一日或不足一日，另处不超过 1000 新元的罚款。 |
(9) If there is a contravention of subsection (1) and —
(9) 如违反第(1)款规定且出现以下情形——| (a) | the Registrar fails to give the direction under subsection (7); or
注册官未根据第(7)款作出指示；或 | | (b) | such direction has been given but is not complied with,
已作出此类指示但未获遵从， |
the Court may, on the application of the Registrar or any person, order the members of the company to make the appointment if it considers it to be in the interests of the company for such appointment to be made.
法院可应注册官或任何人士的申请，若认为作出该任命符合公司利益，可命令公司成员进行该项任命。 |
[40/2019] |
(10) If a company carries on business without having at least one director who is ordinarily resident in Singapore for more than 6 months, a person who, for the whole or any part of the period that it so carries on business after those 6 months —
(10) 若某公司在超过 6 个月期间内开展业务时，未至少有一名通常居住于新加坡的董事，则在该 6 个月后公司持续经营业务的全部或部分期间内符合以下条件者——| (a) | is a member of the company; and
身为该公司成员；且 | | (b) | knows that it is carrying on business in that manner,
明知公司以此种方式开展业务， |
shall be liable for the payment of all the debts of the company contracted during the period or that part of the period (as the case may be), and may be sued therefor.
应对该期间或该部分期间（视情况而定）内公司所欠的所有债务承担偿付责任，并可能因此被起诉。 |
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Acting as nominee director
担任提名董事 |
145A.—(1) Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless —| (a) | the person is a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act as a director of a corporation; or
该人士是提供担任或安排他人担任公司董事企业服务的注册企业服务提供商；或 | | (b) | his or her so acting is arranged by a registered corporate service provider for that corporate service.
其行为是由注册的企业服务提供商为该企业服务所安排的。 |
145A.—(1) 在符合第(2)款的前提下，任何人不得在指定日期当日或之后，以业务方式担任公司提名董事，除非——(2) Subsection (1) does not apply where —
(2) 在下列情况下，第(1)款不适用——| (a) | the person acts as a nominee director of his or her affiliated company; or
该人作为其关联公司的提名董事行事；或 | | (b) | the person had commenced acting as a nominee director of the company before the appointed day.
该人已在指定日期前开始担任该公司的提名董事。 |
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(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.
(3) 任何人违反第(1)款规定即构成犯罪，一经定罪，可处以不超过 10,000 新元的罚款；若属持续犯罪，则定罪后每持续一天或不足一天，另处不超过 1,000 新元的罚款。 |
(4) In this section —
(4) 在本条中——“affiliated company”, in relation to a person, means —
"关联公司"，就某人而言指——| (a) | a company that employs the person; or
雇用该人的公司；或 | | (b) | a company which by virtue of section 6 is deemed to be related to a corporation that employs the person;
根据第 6 条被视为与雇用该人的公司存在关联关系的公司； |
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“appointed day” means the date of commencement of section 38(b) of the Corporate Service Providers Act 2024;
"指定日"指《2024 年公司服务提供商法》第 38 条(b)款的生效日期； |
“nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.
"名义董事"指习惯上或基于正式/非正式义务而按照他人指示、指令或意愿行事的董事。[Act 22 of 2024 wef 09/06/2025]
[2024 年第 22 号法案 自 2025 年 6 月 9 日起实施] |
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Restrictions on appointment or advertisement of director
关于董事任命或广告的限制 |
146.—(1) A person must not be named as a director or proposed director in —
—(1) 任何人不得在以下文件中被列为董事或拟议董事——| (a) | any document filed or lodged with or submitted to the Registrar for the purposes of the incorporation of a company; or
为公司注册目的向注册官提交、呈递或递交的任何文件；或 | | (b) | the register of directors, chief executive officers and secretaries of a company,
公司董事、首席执行官及秘书名册， |
| unless, before — 除非在下列时间之前—— |
| (c) | the incorporation of the company; or
公司成立时；或 | | (d) | the filing of any return in the prescribed form containing the particulars required to be specified in the register of directors, chief executive officers and secretaries,
提交包含董事、首席执行官和秘书登记册中须列明事项的指定表格申报表， |
as the case may be, the person has complied with the conditions set out in subsection (1A).
则该人已遵守第(1A)款规定的条件。 |
[36/2014] (1A) The conditions to be complied with by a person referred to in subsection (1) are the following:
(1A) 第(1)款所述人士须符合的下列条件：| (a) | the person has, by himself or herself or through a registered qualified individual authorised by him or her, filed with the Registrar —
该人士已亲自或通过其授权的注册合格个人向登记官提交——| (i) | a declaration that he or she has consented to act as a director;
一份声明，表明其已同意担任董事； | | (ii) | a statement in the prescribed form that he or she is not disqualified from acting as a director under this Act; and
一份按规定格式填写的声明，表明其未被本法禁止担任董事；以及 | | (iii) | a statement in the prescribed form that he or she is not debarred under section 155B from acting as director of the company;
一份按规定格式填写的声明，表明其未被第 155B 条禁止担任公司董事； |
| | (b) | the person has, by himself or herself or through a registered qualified individual authorised by him or her —
该人士已亲自或通过其授权的注册合格人士——| (i) | filed with the Registrar a declaration that the person has agreed to take a number of shares of the company that is not less than the person’s qualification, if any;
向注册官提交声明，表明其同意认购的公司股份数量不低于其资格要求（如有）； | | (ii) | filed with the Registrar an undertaking that the person will take from the company and pay for his or her qualification shares, if any;
已向注册官提交承诺书，声明该人将从公司取得其资格股份（如有）并支付相应款项； | | (iii) | filed with the Registrar a declaration that a specified number of shares, not less than the person’s qualification (if any), has been registered in the person’s name; or
已向注册官提交声明，表明已有不少于该人资格要求（如有）的指定数量股份登记在该人名下；或 | | (iv) | in the case of a company formed or intended to be formed by way of reconstruction of another corporation or group of corporations or to acquire the shares in another corporation or group of corporations, filed with the Registrar a declaration that —
对于通过重组另一家公司或企业集团而成立或拟成立的公司，或拟收购另一家公司或企业集团股份的公司，已向登记官提交声明表明——| (A) | the person was a shareholder in that other corporation or in one or more of the corporations of that group; and
该声明人系上述其他公司或该集团中一家及以上公司的股东；且 | | (B) | as a shareholder the person will be entitled to receive and have registered in his or her name a number of shares not less than his or her qualification, by virtue of the terms of an agreement relating to the reconstruction.
根据重组协议条款，作为股东该人士有权获得并以其名义注册的股份数量不低于其资格要求。[36/2014] |
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(2) Where a person has undertaken to the Registrar under subsection (1A)(b)(ii) to take and pay for the person’s qualification shares, the person is, as regards those shares, in the same position as if the person had signed the constitution for that number of shares.
(2) 若某人已根据第(1A)(b)(ii)款向登记官承诺认购并支付其资格股份，则该人就该等股份而言，其法律地位等同于已为公司章程签署认购该数目股份的情形。[36/2014] |
(3) Subsections (1) and (2) (other than the provisions relating to the signing of a consent to act as director) do not apply to —
(3) 除关于签署同意担任董事的条款外，第(1)款及第(2)款的规定不适用于——| (a) | a company not having a share capital;
无股本的公司； | | (b) | a private company; or 私人公司；或 | | (c) | a prospectus or a statement in lieu of prospectus issued or lodged with the Registrar by or on behalf of a company or to a constitution adopted by a company after the expiration of one year from the date on which the company was entitled to commence business.
由公司或代表公司向注册官提交的招股说明书或代替招股说明书的声明书，或公司在有权开展业务之日起一年期满后通过的章程。[36/2014] |
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(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty.
(4) 如未遵守本节规定，该公司及其每位失职高级职员均属犯罪，一经定罪，可处以不超过 10,000 元的罚款，并须缴纳失责罚金。 |
(5) The restrictions in this section on a director or proposed director of a company incorporated under this Act in relation to a prospectus apply in the same manner and extent to a director or proposed director of a foreign company as if the references in subsections (1) and (4) to a company included references to a foreign company.
(5) 本节对根据本法成立之公司董事或候任董事关于招股章程的限制规定，同等适用于外国公司董事或候任董事，如同第(1)及(4)款中对公司的提述包含对外国公司的提述。 |
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Qualification of director
董事资格 |
| 147.—(1) Without affecting the operation of sections 145 and 146, every director, who is by the constitution required to hold a specified share qualification and who is not already qualified, must obtain his or her qualification within 2 months after his or her appointment or such shorter period as is fixed by the constitution. [36/2014]
147.—(1) 在不影响第 145 条和第 146 条实施的前提下，凡根据公司章程要求持有特定股份资格但尚未具备资格的董事，必须在其获委任后两个月内（或公司章程规定的更短期限内）取得相应资格。(2) Unless otherwise provided by the constitution, the qualification of any director of a company must be held by him or her solely and not as one of several joint holders.
(2) 除非公司章程另有规定，公司董事的持股资格必须由其单独持有，不得作为多名联合持有人之一持有。[36/2014] |
(3) A director must vacate his or her office if he or she has not within the period referred to in subsection (1) obtained his or her qualification or if after so obtaining it he or she ceases at any time to hold his or her qualification.
(3) 若董事未能在第(1)款所述期限内取得资格，或取得资格后任何时候丧失该资格，则该董事须退任其职位。 |
(4) Any person who fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $4,000 and also to a default penalty.
(4) 任何人不遵守第(3)款的规定即属犯罪，一经定罪，可处以不超过 4,000 元的罚款，并须缴纳滞纳金。 |
(5) A person vacating office under this section is incapable of being re‑appointed as director until the person has obtained his or her qualification.
(5) 根据本条卸任的人员，在未取得其任职资格前，不得被重新任命为董事。 |
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Restriction on undischarged bankrupt
对未解除破产者的限制 |
| 148.—(1) Every person who, being an undischarged bankrupt (whether the person was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), acts as director of, or directly or indirectly takes part in or is concerned in the management of, any corporation, except with the permission of the Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [36/2014] [Act 25 of 2021 wef 01/04/2022]
[2021 年第 25 号法案，自 2022 年 4 月 1 日起生效]
148.—(1) 任何未解除破产者（无论是由新加坡法院或具有破产管辖权的外国法院宣告破产），未经法院或官方受托人书面许可，担任公司董事，或直接或间接参与或涉及公司管理的，即属犯罪，一经定罪，可处不超过 10,000 元的罚款或不超过 2 年的监禁，或两者兼施。(2) On an application by an undischarged bankrupt under subsection (1) to the Court or the Official Assignee (as the case may be) the Court or the Official Assignee may refuse the application or approve the application subject to such condition as the Court or the Official Assignee (as the case may be) may impose.
(2) 未解除破产者根据第(1)款向法院或官方受托人（视情况而定）提出申请时，法院或官方受托人可拒绝该申请，或附加其认为适当的条件予以批准。 |
(3) The Court must not give permission under this section unless notice of intention to apply therefor has been served on the Minister and on the Official Assignee and the Minister and the Official Assignee or either of them may be represented at the hearing of and may oppose the granting of the application.
(3) 法院不得根据本条批准申请，除非已向部长及法定受托人送达申请意向通知书，且部长与法定受托人或其中任何一方均有权在聆讯时委派代表出席，并可反对该项申请的批准。[Act 25 of 2021 wef 01/04/2022]
[2022 年 4 月 1 日生效的 2021 年第 25 号法案] |
(4) Any person who has been granted permission by the Court or written permission by the Official Assignee under subsection (1) must, within 14 days after the issue of the Court order or written permission, lodge a copy of the order or written permission with the Registrar.
(4) 根据第(1)款获得法院批准或法定受托人书面许可者，须在法院命令或书面许可签发后 14 日内，向注册官提交该命令或许可的副本。[36/2014] [2014 年第 36 号法案] [Act 25 of 2021 wef 01/04/2022]
[2021 年第 25 号法案，自 2022 年 4 月 1 日起生效] |
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Disqualification of unfit directors of insolvent companies
对资不抵债公司不适格董事的取消资格 |
149.—(1) The Court may —
—(1) 法院可——| (a) | on the application of the Minister or the Official Receiver as provided for in subsection (9); and
根据部长或官方破产管理人的申请，如第(9)款所规定；以及 | | (b) | on being satisfied as to the matters referred to in subsection (2),
在确信第(2)款所述事项后， |
make an order disqualifying a person specified in the order from being a director or in any way, whether directly or indirectly, being concerned in, or taking part in, the management of a company, during such period not exceeding 5 years after the date of the order as is specified in the order (called in this section a disqualification order).
可作出命令，禁止命令中指定的人员在命令规定的期限内（自命令之日起不超过 5 年，本条称为"取消资格令"）担任公司董事或以任何方式（直接或间接）参与公司管理。 |
(2) The Court must make a disqualification order under subsection (1) if it is satisfied that —
(2) 法院若确信以下情形，则必须根据第(1)款作出取消资格令：| (a) | the person against whom the order is sought has been given not less than 14 days’ notice of the application; and
该命令所针对的人已获知申请通知且通知期不少于 14 天；且 | | (b) | in respect of the person —
就某人而言——| (i) | he or she is or has been a director of a company which has at any time gone into liquidation (whether while he or she was a director or within 3 years of his or her ceasing to be a director) and was insolvent at that time; and
其正在或曾经担任董事的公司已进入清算（无论在其担任董事期间或停止担任董事后的 3 年内），且当时处于资不抵债状态；以及 | | (ii) | his or her conduct as director of that company either taken alone or taken together with his or her conduct as a director of any other company or companies makes him or her unfit to be a director of or in any way, whether directly or indirectly, be concerned in, or take part in, the management of a company.
其作为该公司董事的行为（单独考量或结合其作为其他一家或多家公司董事的行为综合考量）表明其不适合担任公司董事，或以任何方式（直接或间接）参与公司管理。 |
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(3) If in the case of a person who is or has been a director of a company which is —
(3) 若某人现为或曾为某公司董事，而该公司出现以下情形——| (a) | being wound up by the Court, it appears to the Official Receiver or to the liquidator (if the liquidator is not the Official Receiver); or
由法院进行清盘，且官方接管人或清盘人（若非官方接管人担任清盘人）认为；或 | | (b) | being wound up otherwise than as mentioned in paragraph (a), it appears to the liquidator,
正在以非(a)项所述方式进行清算时，清算人认为 |
that the conditions mentioned in subsection (2)(b) are satisfied as respects that person, the Official Receiver or the liquidator (as the case may be) must immediately report the matter to the Minister.
该人员符合第(2)(b)款所述条件，则破产管理官或清算人（视情况而定）须立即向部长报告此事。 |
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(4) The Minister may require the Official Receiver or the liquidator or the former liquidator of a company —
(4) 部长可要求公司的破产管理官、清算人或前任清算人——| (a) | to furnish the Minister with such information with respect to any person’s conduct as a director of the company; and
提供与任何人员担任公司董事期间行为相关的信息；以及 | | (b) | to produce and permit inspection of such books, papers and other records relevant to that person’s conduct as such a director,
提供并允许查阅与该董事行为相关的账簿、文件及其他记录， |
as the Minister may reasonably require for the purpose of determining whether to exercise, or of exercising, any of the Minister’s functions under this section; and if default is made in complying with that requirement the Court may, on the application of the Minister, make an order requiring that person to make good the default within such time as is specified in the order.
部长为决定是否行使或实际行使本节所赋予的任何职能时合理要求的内容；如未遵守该要求，法院可应部长申请，作出命令要求该人员在命令规定的时间内补正违约行为。 |
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(5) For the purposes of this section —
(5) 就本条而言——| (a) | a company has gone into liquidation —
公司已进入清算阶段——| (i) | if it is wound up by the Court, on the date of the filing of the winding up application;
如由法院进行清盘，则以提交清盘申请之日为准； | | (ii) | where a provisional liquidator was appointed under section 161(1) of the Insolvency, Restructuring and Dissolution Act 2018, at the time when the declaration made under that subsection was lodged with the Registrar; and
若根据《2018 年破产、重组与解散法》第 161 条第(1)款任命了临时清盘人，则指该款所述声明提交给登记官之时；以及 | | (iii) | in any other case, on the date of the passing of the resolution for the voluntary winding up; and
在其他情况下，指通过自愿清盘决议之日；以及 |
| | (b) | a company was insolvent at the time it has gone into liquidation if it was unable to pay its debts, within the meaning of that expression in section 125(2) of the Insolvency, Restructuring and Dissolution Act 2018,
若公司在进入清算时无力偿还债务（其含义与《2018 年破产、重组与解散法》第 125(2)条所述相同），则该公司当时已处于资不抵债状态。 |
and references in this section to a person’s conduct as a director of any company or companies include, where any of those companies have become insolvent, references to that person’s conduct in relation to any matter connected with or arising out of the insolvency of that company.
本节中关于某人担任任何一家或多家公司董事行为的表述，若其中任何公司已资不抵债，则包括该人与该公司资不抵债相关或由此产生的任何事项有关的行为。 |
[40/2018] |
(6) In deciding whether a person’s conduct as a director of any particular company or companies makes him or her unfit to be concerned in, or take part in, the management of a company as is mentioned in subsection (2)(b), the Court must in relation to his or her conduct as a director of that company or (as the case may be) each of those companies have regard, generally to the matters referred to in paragraph (a), and, in particular, to the matters referred to in paragraph (b), even though the director has not been convicted or may be criminally liable in respect of any of these matters —
(6) 在判定某人作为某特定公司或多家公司董事的行为是否使其不适宜参与或担任第(2)(b)款所述公司管理职务时，法院须就该董事在该公司或（视情况而定）各相关公司的行为，总体考量(a)项所述事项，并特别关注(b)项所列事项——即使该董事未因其中任何事项被定罪或可能承担刑事责任——| (a) | as to — 关于——| (i) | whether there has been any misfeasance or breach of any fiduciary or other duty by the director in relation to the company;
该董事是否存在与公司相关的任何不当行为或违反任何信托义务及其他义务的情形； | | (ii) | whether there has been any misapplication or retention by the director of, or any conduct by the director giving rise to an obligation to account for, any money or other property of the company;
该董事是否存在挪用或扣留公司资金或其他财产的行为，或存在任何导致需对公司资金或其他财产承担说明义务的行为； | | (iii) | the extent of the director’s responsibility for any failure by the company to comply with sections 138, 190, 191, 196B, 197, 199 and 201; and
该董事对公司未能遵守第 138 条、第 190 条、第 191 条、第 196B 条、第 197 条、第 199 条及第 201 条应承担责任的程度；以及 |
| | (b) | as to — 关于——| (i) | the extent of the director’s responsibility for the causes of the company becoming insolvent;
该董事对公司陷入资不抵债状况所负责任的严重程度； | | (ii) | the extent of the director’s responsibility for any failure by the company to supply any goods or services which have been paid for (in whole or in part);
该董事对公司未能交付已（全部或部分）付款货物或服务所负责任的严重程度； | | (iii) | the extent of the director’s responsibility for the company entering into any transaction liable to be set aside under section 130(1) of the Insolvency, Restructuring and Dissolution Act 2018;
董事对于公司签订根据《2018 年破产、重组与解散法》第 130(1)条可被撤销的任何交易应承担的责任程度； | | (iv) | whether the causes of the company becoming insolvent are attributable to its carrying on business in a particular industry where the risk of insolvency is generally recognised to be higher.
公司破产的原因是否可归咎于其在普遍认为破产风险较高的特定行业开展业务。[36/2014; 40/2018] |
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(7) The Minister may, by notification in the Gazette, add to, vary or amend the matters referred to in subsection (6) and that notification may contain such transitional provisions as may appear to the Minister to be necessary or expedient.
(7) 部长可通过宪报公告对第(6)款所述事项进行增补、变更或修订，该公告可包含部长认为必要或适宜的过渡性条款。 |
(8) In this section, “company” includes a corporation and a foreign company but does not include a partnership or association to which Division 1 of Part 10 of the Insolvency, Restructuring and Dissolution Act 2018 applies.
(8) 在本条中，“公司”包括法人团体和外国公司，但不包括适用《2018 年破产、重组与解散法》第十部分第一节规定的合伙企业或协会。[40/2018] |
(9) In the case of a person who is or has been a director of a company which has gone into liquidation and is being wound up by the Court, an application under this section is to be made by the Official Receiver but in any other case an application is to be made by the Minister.
(9) 对于已进入清算程序并由法院进行清盘的公司现任或前任董事，本节规定的申请应由官方接管人提出；其他情形下则应由部长提出申请。 |
(9A) On a hearing of an application under this section —
(9A) 在审理本节规定的申请时——| (a) | the Minister or the Official Receiver (as the case may be) must appear and call the attention of the Court to any matter which appears to him or her to be relevant (and for this purpose the Minister may be represented) and may give evidence or call witnesses; and
部长或官方接管人（视情况而定）必须出庭并向法院说明其认为相关的任何事项（为此部长可委派代表），并可提供证据或传唤证人； | | (b) | the person against whom an order is sought may appear and himself or herself give evidence or call witnesses.
被申请禁令的人可以出庭，亲自提供证据或传唤证人作证。 |
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(10) This section does not apply unless the company mentioned in subsection (2)(b) has gone into insolvent liquidation on or after 15 August 1984 and the conduct to which the Court is to have regard does not include conduct as a director of a company that has gone into liquidation before that date.
(10) 除非第(2)(b)款所述公司在 1984 年 8 月 15 日或之后进入破产清算，且法院需考量的行为不包括其在该日期之前作为已清算公司董事的行为，否则本条不予适用。 |
(11) A person who acts as judicial manager, receiver or receiver manager shall not be liable to have a disqualification order made against the person in respect of acts done in the person’s capacity as judicial manager, receiver or receiver manager, as the case may be.
(11) 担任司法管理人、接管人或接管经理的人，不得因其以司法管理人、接管人或接管经理身份（视情况而定）实施的行为而面临取消资格令。 |
(12) Any person who acts in contravention of a disqualification order made under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(12) 任何违反根据本条作出的取消资格令行事者，即属犯罪，一经定罪，可处以不超过 10,000 新元的罚款或不超过 2 年的监禁，或两者并罚。 |
(13) Nothing in this section prevents a person who is disqualified pursuant to an order made under subsection (1) from applying for permission of the Court to be concerned in or take part in the management of a company.
(13) 本条任何规定均不妨碍根据第(1)款命令被取消资格者向法院申请许可，以参与或介入公司管理。[Act 25 of 2021 wef 01/04/2022]
[2022 年 4 月 1 日生效的 2021 年第 25 号法案] |
(14) On the hearing of an application made under subsection (13) or (15), the Minister or the Official Receiver must appear (and for this purpose the Minister may be represented) and call attention of the Court to any matter which appears to him or her to be relevant to the application and may himself or herself give evidence or call witnesses.
(14) 在审理根据第(13)或(15)款提出的申请时，部长或清盘人必须出庭（为此部长可委派代表），并向法院指出其认为与申请相关的任何事项，且可亲自提供证据或传唤证人。 |
(15) Any right to apply for permission of the Court to be concerned or take part in the management of a company that was subsisting immediately before 23 March 1990 is, after that date, to be treated as subsisting by virtue of the corresponding provision made under this section.
(15) 任何在 1990 年 3 月 23 日前即存在的向法院申请许可以参与或介入公司管理的权利，在该日期后应视为根据本条相应规定继续存在。[Act 25 of 2021 wef 01/04/2022]
[2021 年第 25 号法案，自 2022 年 4 月 1 日起生效] |
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Disqualification of directors of companies wound up on grounds of national security or interest
基于国家安全或利益理由被清盘公司董事的资格取消 |
149A.—(1) Subject to subsections (2) and (3), where a company is ordered to be wound up by the Court under section 125(1)(n
149A.—(1) 在符合第(2)及(3)款的条件下，若法院根据《2018 年破产、重组与解散法》第 125(1)(n)条以公司被用于危害国家安全或利益为由命令其清盘，经部长申请，法院可作出命令（本条称为"取消资格令"），自清盘令作出之日起 3 年内，禁止该公司任何董事担任任何本地或外国公司董事，或以任何方式直接或间接参与公司管理。) of the Insolvency, Restructuring and Dissolution Act 2018 on the ground that it is being used for purposes against national security or interest, the Court may, on the application of the Minister, make an order (called in this section a disqualification order) disqualifying any person who is a director of that company from being a director or in any way, directly or indirectly, being concerned in, or from taking part in, the management of any company or foreign company for a period of 3 years from the date of the making of the winding up order.[40/2018] [2018 年第 40 号法案] (2) The Court must not make a disqualification order against any person under subsection (1) unless the Court is satisfied that the person against whom the order is sought has been given not less than 14 days’ notice of the Minister’s application for the order.
(2) 法院不得依据第(1)款对任何人作出取消资格令，除非法院确信被申请取消资格令的人已获不少于 14 日的通知，知悉部长提出此项申请。 |
(3) The Court must not make a disqualification order against any person under subsection (1) if such person proves to the satisfaction of the Court that —
(3) 如有下列情况，法院不得依据第(1)款对任何人作出取消资格令——| (a) | the company had been used for purposes against national security or interest without his or her consent or connivance; and
该人士能向法院证明，公司被用于危害国家安全或利益之用途系未经其同意或共谋；且 | | (b) | he or she had exercised such diligence to prevent the company from being so used as he or she ought to have exercised having regard to the nature of his or her function in that capacity and to all the circumstances.
他或她已尽到与其职务性质及所有情况相称的合理注意义务，以防止公司被如此利用。 |
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(4) Any person who acts in contravention of a disqualification order made under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(4) 任何人违反根据第(1)款作出的取消资格令而行事，即属犯罪，一经定罪，可处以不超过 10,000 元的罚款或不超过 2 年的监禁或两者兼施。 |
(5) In this section, “foreign company” means a foreign company to which Division 2 of Part 11 applies.
(5) 在本条中，"外国公司"指适用第 11 部分第 2 节规定的外国公司。 |
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Appointment of directors by ordinary resolution
通过普通决议任命董事 |
149B. Unless the constitution otherwise provides, a company may appoint a director by ordinary resolution passed at a general meeting.
第 149B 条 除非公司章程另有规定，公司可通过股东大会通过的普通决议任命董事。[36/2014] [2014 年第 36 号法案] |
Appointment of directors to be voted on individually
董事任命须经单独表决 |
150.—(1) At a general meeting of a public company, a motion for the appointment of 2 or more persons as directors by a single resolution must not be made unless a resolution that it may be so made has first been agreed to by the meeting without any vote being given against it.
150.—(1) 在公众公司的股东大会上，不得以单一决议形式提出任命两人或多人担任董事的动议，除非该会议首先以无人投反对票的方式通过允许如此行事的决议。(2) A resolution passed pursuant to a motion made in contravention of this section is void, whether or not its being so moved was objected to at the time.
(2) 根据违反本条规定的动议通过的决议无效，无论该动议提出时是否遭到反对。 |
(3) Where a resolution pursuant to a motion made in contravention of this section is passed, no provision for the automatic re‑appointment of retiring directors in default of another appointment is to apply.
(3) 若根据违反本条规定的动议通过决议，则任何关于在未另行任命情况下退休董事自动连任的规定均不适用。 |
(4) For the purposes of this section, a motion for approving a person’s appointment or for nominating a person for appointment is to be treated as a motion for the person’s appointment.
(4) 就本条而言，批准某人任命或提名某人任命的动议，应视为对该人任命的动议。 |
(5) Nothing in this section —
(5) 本条规定不影响——| (a) | applies to a resolution altering the company’s constitution;
适用于修改公司章程的决议； | | (b) | prevents the election of 2 or more directors by ballot or poll.
禁止通过投票或表决方式选举两名或以上董事。[36/2014] |
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Validity of acts of directors and officers
董事及高级职员行为的有效性 |
151. The acts of a director or chief executive officer or secretary are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.
151. 董事、首席执行官或秘书的行为均属有效，即便事后发现其任命或资格存在任何瑕疵。[36/2014] [2014 年第 36 号法案] |
| Removal of directors 董事的罢免 |
152.—(1) A public company may by ordinary resolution remove a director before the expiration of his or her period of office, despite anything in its constitution or in any agreement between it and the director but where any director so removed was appointed to represent the interests of any particular class of shareholders or debenture holders the resolution to remove the director does not take effect until the director’s successor has been appointed.
—(1) 公众公司可通过普通决议在董事任期届满前将其免职，即使公司章程或公司与董事之间的任何协议另有规定；但若被免职的董事原为代表某特定类别股东或债券持有人利益而任命，则在该董事的继任者获得任命之前，免职决议不生效。[36/2014] [2014 年第 36 号法案] (2) Special notice is required of any resolution to remove a director of a public company under subsection (1) or to appoint some person in place of a director so removed at the meeting at which the director is removed, and on receipt of notice of an intended resolution to remove a director under subsection (1) the company must immediately send a copy thereof to the director concerned, and the director, whether or not he or she is a member of the company, is entitled to be heard on the resolution at the meeting.
(2) 根据第(1)款罢免上市公司董事或在该董事被罢免的会议上任命他人接替该董事职务的决议，均须提前发出特别通知；公司收到根据第(1)款拟罢免董事的决议通知后，须立即将该通知副本送达相关董事，且该董事无论是否为公司成员，均有权在会议上就该决议进行申述。[36/2014] [2014 年第 36 号法案] |
(3) Where notice is given pursuant to subsection (2) and the director concerned makes with respect thereto representations in writing to the public company, not exceeding a reasonable length, and requests their notification to members of the company, the company must, unless the representations are received by it too late for it to do so —
(3) 若根据第(2)款规定发出通知，且相关董事就此向公众公司提交了合理篇幅的书面陈述，并要求公司将该陈述通知各成员，则公司必须履行该通知义务——除非其收到陈述时已超出可操作时限| (a) | in any notice of the resolution given to members of the company state the fact of the representations having been made; and
向公司成员发出的决议通知中须载明该董事已提出申述的事实；以及 | | (b) | send a copy of the representations to every member of the company to whom notice of the meeting is sent, whether before or after receipt of the representations by the company,
将陈述书副本发送给公司已寄发会议通知的每位成员，无论公司是在收到陈述书之前还是之后寄发的通知， |
and if a copy of the representations is not so sent because they were received too late or because of the company’s default the director may, without affecting the director’s right to be heard orally, require that the representations must be read out at the meeting.
若因陈述书收到过晚或公司过失导致未发送副本，该董事可要求在会议上宣读陈述书，且不影响其口头陈述的权利。 |
[36/2014] [2014 年第 36 号法案] |
(4) Despite subsections (1), (2) and (3), copies of the representations need not be sent out and the representations need not be read out at the meeting if, on the application either of the public company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the director, even though the director is not a party to the application.
(4) 尽管有第(1)、(2)及(3)款规定，若经上市公司或其他声称权益受损者申请，法院认定本节所赋权利被滥用以获取诽谤性内容的不必要公开时，可免除发送陈述书副本及在会议宣读的义务。法院还可裁定由该董事承担公司因本节申请产生的全部或部分费用，即使该董事并非申请当事人。[36/2014] [2014 年第 36 号法案] |
(5) A vacancy created by the removal of a director of a public company under this section, if not filled at the meeting at which the director is removed, may be filled as a casual vacancy.
(5) 上市公司依据本条罢免董事产生的空缺，如在罢免该董事的会议上未予填补，可作为临时空缺处理。[36/2014] [2014 年第 36 号法案] |
(6) A person appointed director of a public company in place of a person removed under this section is to be treated, for the purpose of determining the time at which he or she or any other director is to retire, as if he or she had become a director on the day on which the person in whose place he or she is appointed was last appointed a director.
(6) 接替依据本条被罢免者出任上市公司董事的人士，在确定其本人或其他董事的退休时间时，应视同其就任董事的日期与被替代者最后一次获委任为董事的日期相同。[36/2014] [2014 年第 36 号法案] |
(7) Nothing in subsections (1) to (6) is to be taken as depriving a person removed as a director of a public company thereunder of compensation or damages payable to him or her in respect of the termination of his or her appointment as director or of any appointment terminating with that as director or as derogating from any power to remove a director which may exist apart from this section.
(7) 第(1)至(6)款之规定，不得解释为剥夺上市公司依本条被罢免董事者因终止其董事职务或随董事职务同时终止的其他职务而应得的补偿或损害赔偿，亦不得解释为减损本条之外可能存在的任何罢免董事权力。[36/2014] [2014 年第 36 号法案] |
(8) A director of a public company must not be removed by, or be required to vacate his or her office by reason of, any resolution, request or notice of the directors or any of them despite anything in the constitution or any agreement.
(8) 尽管公司章程或任何协议另有规定，上市公司董事不得因董事会或其任何成员通过的决议、提出的要求或发出的通知而被罢免或要求离职。[36/2014] |
(9) Subject to any provision to the contrary in the constitution, a private company may by ordinary resolution remove a director before the expiration of his or her period of office despite anything in any agreement between the private company and the director.
(9) 在不违反公司章程任何相反规定的前提下，私营公司可通过普通决议在董事任期届满前将其免职，即使该公司与董事之间的任何协议另有约定。[36/2014] [2014 年第 36 号法案] |
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153. [Repealed by Act 36 of 2014]
153. [根据 2014 年第 36 号法案废止] |
Disqualification to act as director on conviction of certain offences
因特定罪行定罪而丧失董事资格 |
154.—(1) A person is subject to the disqualifications provided in subsection (3) if —
—(1) 在下列情况下，某人将受到第(3)款规定的资格限制——| (a) | the person is convicted of any of the following offences:
该人员被判定犯有以下任一罪行：| (i) | any offence, whether in Singapore or elsewhere, involving fraud or dishonesty punishable with imprisonment for 3 months or more;
任何在新加坡或其他地方涉及欺诈或不诚实行为且可判处 3 个月或以上监禁的罪行； | | (ii) | any offence under Part 12 of the Securities and Futures Act 2001, where the conviction was on or after 1 July 2015; or
《2001 年证券与期货法》第十二部分项下的任何罪行，且定罪日期在 2015 年 7 月 1 日或之后；或 |
| | (b) | the person is subject to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 on or after 1 July 2015.
该人在 2015 年 7 月 1 日或之后因《2001 年证券与期货法》第 232 条被处以民事罚款。[36/2014; 15/2017] |
(2) The court may, in addition to any other sentence imposed, make a disqualification order against any person who is convicted in Singapore of any of the following offences:
(2) 法院除判处其他刑罚外，可对在新加坡境内犯有下列任何罪行的人士作出取消资格令：| (a) | any offence in connection with the formation or management of a corporation;
任何与公司组建或管理相关的罪行； | | (b) | any offence under section 157 or 396B;
《公司法》第 157 条或第 396B 条项下的任何罪行； | | (c) | any offence under section 237 or 239 of the Insolvency, Restructuring and Dissolution Act 2018.
《2018 年破产、重组与解散法》第 237 条或第 239 条规定的任何罪行。[40/2018] |
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(3) Subject to any permission which the Court may give pursuant to an application under subsection (6), a person who —
(3) 在遵守法院根据第(6)款规定申请所给予的任何许可的前提下，任何人如——| (a) | is disqualified under subsection (1); or
根据第(1)款规定被取消资格；或 | | (b) | has had a disqualification order made against him or her under subsection (2),
根据第(2)款规定被下达取消资格令的， |
must not act as a director, or take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order.
在取消资格期间或取消资格令有效期内，不得担任公司董事，或以任何方式（直接或间接）参与公司或《第 11 部分第 2 分部》所适用的外国公司的管理。 |
[36/2014] [2014 年第 36 号法案] [Act 25 of 2021 wef 01/04/2022]
[2021 年第 25 号法案，自 2022 年 4 月 1 日起生效] |
(4) The disqualifications in subsection (3) —
(4) 第(3)款所述资格丧失情形——| (a) | in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) but has not been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years or for such shorter period as the court may order under subsection (2);
若被取消资格者已因第(1)或(2)款所述罪行被定罪但未判处监禁——自定罪时生效并持续 5 年，或法院根据第(2)款命令的更短期限； | | (b) | in a case where the disqualified person has been convicted of any offence mentioned in subsection (1) or (2) and has been sentenced to imprisonment — take effect upon conviction and continue for a period of 5 years after his or her release from prison; or
若被取消资格者已因第(1)或(2)款所述罪行被定罪并被判处监禁——自定罪时生效并持续至其出狱后 5 年；或 | | (c) | in a case where the disqualified person is subject, on or after 1 July 2015, to the imposition of a civil penalty under section 232 of the Securities and Futures Act 2001 — take effect upon the imposition of the civil penalty and continue for a period of 5 years after the imposition of the civil penalty.
若该被取消资格人士在 2015 年 7 月 1 日或之后因违反《2001 年证券与期货法》第 232 条被处以民事罚款——则该取消资格自民事处罚作出之日起生效，并持续至处罚作出后满 5 年为止。[36/2014; 15/2017] [2014 年第 36 号法案；2017 年第 15 号法案] |
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(5) A person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
（5）任何人违反第（3）款规定即构成犯罪，一经定罪，可处以不超过 10,000 新元的罚款或不超过 2 年的监禁，或两者并罚。[36/2014] [2014 年第 36 号法案] |
(6) A person who —
（6）凡有下列情形之一者——| (a) | is disqualified under subsection (1); or
依据第（1）款被取消资格；或 | | (b) | has had a disqualification order made against him or her under subsection (2),
已根据第(2)款对其作出取消资格令 |
may apply to the Court for permission to act as a director, or to take part (whether directly or indirectly) in the management of a company, or of a foreign company to which Division 2 of Part 11 applies, during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of his or her intention to apply for such permission.
可在取消资格期间或取消资格令有效期内，向法院申请许可担任董事，或以直接或间接方式参与适用第十一部分第二节规定的外国公司管理，但须提前至少 14 日将其申请意向通知部长。 |
[36/2014] [2014 年第 36 号法案] [Act 25 of 2021 wef 01/04/2022]
[2021 年第 25 号法案，自 2022 年 4 月 1 日起生效] |
(7) On the hearing of any application under subsection (6), the Minister may be represented at the hearing and may oppose the granting of the application.
(7) 在审理根据第(6)款提出的任何申请时，部长可委派代表出席聆讯，并有权反对该申请的批准。[36/2014] [2014 年第 36 号法案] |
(8) Without affecting section 409, a District Court may make a disqualification order under this section.
(8) 在不影响第 409 条的情况下，地区法院可依据本条作出取消资格令。 |
(9) Any right to apply for permission of the Court to be a director or promoter or to be concerned or take part in the management of a company that was subsisting immediately before 12 November 1993 is on or after that date to be treated as subsisting by virtue of the corresponding provision made under this section.
(9) 任何在 1993 年 11 月 12 日前即存在的向法院申请许可担任董事、发起人或参与公司管理的权利，自该日起应视为依据本条相应规定继续存在。[Act 25 of 2021 wef 01/04/2022]
[2022 年 4 月 1 日生效的 2021 年第 25 号法案] |
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Disqualification for persistent default in relation to delivery of documents to Registrar
因持续未向注册官提交文件而被取消资格 |
| 155.—(1) Where a person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after the person has last been adjudged guilty of any offence or has had made against the person an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the permission of the Court, is a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company, that person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. [Act 25 of 2021 wef 01/04/2022]
[2021 年第 25 号法案，自 2022 年 4 月 1 日起生效]
155.—(1) 若某人持续违反本法相关要求，且该人在最近一次被判定有罪或依据第 13 条或第 399 条就其违反本法相关要求的行为被作出命令后的 5 年内，未经法院许可即担任公司董事、发起人，或以任何方式直接或间接参与公司管理，即属犯罪，一经定罪，可处以不超过 10,000 元的罚款或不超过 2 年的监禁或两者并罚。(2) Any provision of this Act which requires any return, account or other document to be filed with, delivered or sent, or notice of any matter to be given, to the Registrar is a relevant requirement of this Act for the purposes of this section.
(2) 本法中要求将任何申报表、账目或其他文件提交、交付或发送给登记官，或就任何事项向登记官发出通知的规定，就本条而言均属本法相关要求。 |
(3) For the purposes of this section, the fact that a person has been persistently in default in relation to relevant requirements of this Act may, subject to subsection (8), be conclusively proved by showing that, within a period of 5 years, the person has been adjudged guilty of 3 or more offences in relation to any such requirements or has had 3 or more orders made against the person under section 13 or 399 in relation to those requirements.
(3) 就本条而言，在遵守第(8)款的前提下，若证明某人在 5 年期间内因违反任何此类要求（无论其本人或任何公司所为）被判定犯有 3 项或以上罪行，或已根据第 13 条或第 399 条针对该等要求对其作出 3 项或以上命令，即可最终证明该人持续违反本法相关要求的事实。 |
(4) A person is to be treated as being adjudged guilty of 3 or more offences in relation to any such relevant requirements of this Act for the purpose of subsection (3) if the person is convicted of any 3 or more offences by virtue of any contravention of, or failure to comply with, any such requirements (whether on the person’s own part or on the part of any company).
(4) 就第(3)款而言，若某人因违反或未遵守任何此类相关要求（无论其本人或任何公司所为）被判定犯有 3 项或以上罪行，则该人应被视为已就本法任何此类相关要求被判定犯有 3 项或以上罪行。 |
(5) For the purpose of this section, a conviction for an offence under section 154(2)(a) is not to be treated as an offence in relation to a relevant requirement of this Act.
(5) 就本条而言，根据第 154(2)(a)条所定罪行作出的定罪，不得视为违反本法相关规定的罪行。 |
(6) Where a person has had a third or subsequent order made against the person under section 13 or 399 and by virtue of the operation of this section that person is disqualified from being a director or promoter of or from being in any way directly or indirectly concerned or taking part in the management of a company, nothing in this section is to be construed as preventing that person from complying with the order of the Court and for this purpose that person is deemed to have the same status, powers and duties as that person had at the time the act, matter or thing should have been done.
(6) 若某人已根据第 13 条或第 399 条被作出第三次或后续命令，且依据本条运作导致该人丧失担任公司董事或发起人资格，或以任何方式直接或间接参与公司管理，本条规定不得解释为阻止该人遵守法院命令。为此目的，该人应被视为具有与应当履行相关行为、事项或事务时相同的身份、权力及职责。 |
(7) For the purpose of this section, a certificate of the Registrar stating that a person has been adjudged guilty of 3 or more offences or has had made against the person 3 or more orders under section 13 or 399 in relation to the requirements of this Act shall in all courts be received as prima facie evidence of the facts stated therein.
(7) 就本条而言，登记官出具的证明书若载明某人已被判定犯有三项或以上违反本法规定的罪行，或已根据第 13 条或第 399 条被作出三项或以上命令，则该证明书在所有法院均应作为所述事实的表面证据予以采纳。 |
(8) No account is to be taken for the purposes of this section of any offence which was committed or, in the case of a continuing offence, began before 15 May 1984.
(8) 就本条而言，1984 年 5 月 15 日之前所犯的任何罪行，或在持续犯罪情况下于该日期之前开始的罪行，均不予考虑。 |
(9) A person intending to apply for permission of the Court under this section must give to the Minister not less than 14 days’ notice of the person’s intention so to apply.
(9) 拟根据本条向法院申请许可者，须提前至少 14 日将其申请意向通知部长。[Act 25 of 2021 wef 01/04/2022]
[2022 年 4 月 1 日生效的 2021 年第 25 号法案] |
(10) On the hearing of any application under this section, the Minister may be represented and may oppose the granting of the application.
(10) 在本条规定的任何申请聆讯中，部长可委派代表出庭并反对该申请的批准。 |
(11) In this section, company includes an unregistered company within the meaning of section 245(1) of the Insolvency, Restructuring and Dissolution Act 2018.
(11) 本条中，"公司"包括《2018 年破产、重组与解散法》第 245(1)条所定义的非注册公司。[40/2018] [2018 年第 40 号法案] |
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Disqualification for being director in not less than 3 companies which were struck off within 5‑year period
因五年内被除名公司不少于三家而丧失董事资格 |
155A. 第 155A 条—(1) A person who —
—(1) 任何人若——| (a) | had been a director of 3 or more companies which names had been struck off the register under section 344(4) read with section 344(1) within a period of 5 years; and
在 5 年期间内曾担任 3 家或以上依据第 344(4)条结合第 344(1)款规定被除名的公司董事；且 | | (b) | was, at the time the name of each company mentioned in paragraph (a) was struck off the register under section 344(4) read with section 344(1), a director of the company,
在第(a)项所述各公司依据第 344(4)条结合第 344(1)款规定被除名时，仍担任该公司董事， |
must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies for the period specified in subsection (1A).
则不得在第(1A)款规定的期限内担任任何公司或适用第 11 部分第 2 分部的任何外国公司的董事，或以任何方式（直接或间接）参与或涉及此类公司的管理。 |
[Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案，自 2023 年 7 月 1 日起生效] (1A) The period mentioned in subsection (1) is —
(1A) 第(1)款所述期限为——| (a) | where the person had previously been disqualified under this section (whether before, on or after the date of commencement of section 5 of the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023) from acting as director of, or taking part in or being concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies, 5 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)(a) was (or were) struck off the register; or
若该人此前曾根据本条被取消担任任何公司或《第 11 部分第 2 分部》所适用外国公司的董事资格，或不得参与或涉足其管理（不论是在 2023 年《公司、商业信托及其他团体（杂项修正）法令》第 5 条生效日期之前、当日或之后），则为第(1)(a)款所述最后一家公司名称自登记册除名之日起 5 年；或 | | (b) | in any other case, 3 years after the date on which the name (or names) of the last of the companies mentioned in subsection (1)(a) was (or were) struck off the register.
其他情形下，为第(1)(a)款所述最后一家公司名称自登记册除名之日起 3 年。[Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案，自 2023 年 7 月 1 日起生效] |
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(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(2) 任何人违反第(1)款规定即属犯罪，一经定罪，可处以不超过 1 万新元的罚款或不超过 2 年的监禁，或两者并处。[36/2014] [2014 年第 36 号法案] |
(3) A person who is subject to a disqualification under subsection (1) may apply for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification to —
(3) 根据第(1)款受任职资格限制的人士，可在限制期内向以下机构申请许可，以担任公司或适用第 11 编第 2 分编规定的外国公司董事，或参与其管理事务：| (a) | the Registrar; or 注册官；或 | | (b) | the Court, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission.
法院，但须提前至少 14 天向部长发出拟申请许可的通知。[Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案，自 2023 年 7 月 1 日起生效] |
|
(3A) An application under subsection (3)(b) cannot be made if an application has been made to the Registrar under subsection (3)(a) and the decision of the Registrar on the application is pending.
(3A) 若已根据第(3)(a)款向注册官提出申请且注册官尚未作出决定，则不得根据第(3)(b)款提出申请。[Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案，自 2023 年 7 月 1 日起生效] |
(3B) An application under subsection (3)(a) may be granted by the Registrar if the Registrar, having regard to such considerations as may be prescribed, thinks fit to do so.
(3B) 若经考量相关法定因素后认为适当，注册官可批准根据第(3)(a)款提出的申请。[Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案 自 2023 年 7 月 1 日起生效] |
(3C) An application under subsection (3)(b) may be granted by the Court if the Court thinks fit to do so.
(3C) 法院若认为适当，可批准根据第(3)(b)款提出的申请。[Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案，自 2023 年 7 月 1 日起生效] |
(4) On the hearing of any application under this section, the Minister may be represented at the hearing and may oppose the granting of the application.
(4) 在本条规定的任何申请聆讯中，部长可委派代表出席聆讯，并有权反对该申请的批准。[36/2014] [2014 年第 36 号法案] |
(5) [Deleted by Act 17 of 2023 wef 01/07/2023]
(5) [由 2023 年第 17 号法案删除，自 2023 年 7 月 1 日起生效] |
|
Debarment for default of relevant requirement of this Act
因违反本法相关要求而取消资格 |
155B.—(1) Where the Registrar is satisfied that a company is in default in relation to a relevant requirement of this Act, the Registrar may make a debarment order against any person who, at the time the order is made, is a director or secretary of the company.
—(1) 若登记官确信某公司违反本法相关要求，可对在命令作出时担任该公司董事或秘书的任何人员发出任职资格限制令。[36/2014] (2) Subject to subsection (3), a person who has a debarment order made against him or her must not —
(2) 在遵守第(3)款的前提下，被下达任职资格限制令的人员不得——| (a) | except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or
除该人士在命令作出时已担任董事的公司外，不得担任任何公司的董事；或 | | (b) | except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company.
除该人士在命令作出时已担任秘书的公司外，不得担任任何公司的秘书。[36/2014] |
|
(3) The debarment order applies from the date that the order is made and continues in force until the Registrar cancels or suspends the order.
(3) 禁止令自作出之日起生效，并持续有效直至注册官取消或暂停该命令。[36/2014] |
(4) The Registrar may, upon the application of a person who has a debarment order made against the person or on the Registrar’s own accord, cancel or suspend such debarment order where the default in relation to the relevant requirements of this Act as at the time the debarment order is made has been rectified or on such other ground as may be prescribed, subject to such conditions as the Registrar may impose.
(4) 注册官可根据被下达禁止令者提出的申请，或依职权主动取消或暂停该禁止令，前提是作出禁止令时违反本法相关要求的行为已得到纠正，或存在其他规定的理由，且须遵守注册官可能附加的条件。[36/2014] |
(5) Where the Registrar imposes conditions on the suspension of a debarment order under subsection (4), the suspension of the debarment order operates so long as that person fulfils and continues to fulfil all such conditions imposed by the Registrar.
(5) 若注册官根据第(4)款对被禁止令的暂缓执行附加条件，则该被禁止令的暂缓执行在该人员履行并持续履行注册官所施加的所有此类条件期间持续有效。[36/2014] |
(6) The Registrar must not make a debarment order under subsection (1) —
(6) 注册官不得根据第(1)款作出被禁止令——| (a) | unless the default in relation to a relevant requirement of this Act has persisted for a continuous period of 3 months or more and the person was a director or secretary of the company during that period; and
除非违反本法相关要求的行为持续达 3 个月或以上，且该人员在此期间一直担任公司董事或秘书职务；以及 | | (b) | unless the Registrar has, not less than 14 days before the order is made, sent the director or secretary concerned a notice of the Registrar’s intention to make a debarment order under subsection (1) specifying the default in relation to the relevant requirement of this Act for which the debarment order is proposed to be made and giving the director or secretary an opportunity to show cause why the debarment order should not be made.
除非登记官在作出命令前至少 14 日，已向相关董事或秘书发送拟根据第(1)款作出禁止令的通知，具体说明拟作出禁止令所针对的违反本法相关要求的行为，并给予该董事或秘书陈述反对理由的机会。[36/2014] |
|
(7) The Registrar must, in determining whether to make a debarment order, consider any representation from the director or secretary made pursuant to the notice under subsection (6)(b).
(7) 注册官在决定是否作出禁止令时，必须考虑董事或秘书根据第(6)(b)款通知所作的任何陈述。[36/2014] |
(8) Any person who is aggrieved by a debarment order made under subsection (1), or the Registrar’s refusal to cancel or suspend a debarment order under subsection (4), may appeal to the Minister.
(8) 任何人士如对根据第(1)款作出的禁止令，或注册官拒绝根据第(4)款撤销或暂缓禁止令感到不满，可向部长提出上诉。[36/2014] |
(9) An appeal under subsection (8) does not suspend the effect of the debarment order.
(9) 根据第(8)款提出的上诉不影响取消资格令的效力。[36/2014] |
(10) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(10) 任何违反第(2)款规定者即属犯罪，一经定罪，可处以不超过 10,000 元的罚款或不超过 2 年的监禁或两者兼施。[36/2014] |
(11) The Registrar may from time to time prepare and publish, in such form and manner as the Registrar may decide, the names and particulars of the persons against whom a debarment order has been made and which continues in force.
(11) 登记官可随时以其决定的形式和方式，编制并公布被作出且仍具效力的禁止令所针对人员的姓名及详情。[36/2014] |
(12) In this section —
(12) 在本条中——“debarment order” means a debarment order made under subsection (1);
"禁止令"指根据第(1)款作出的禁止令； |
“relevant requirement of this Act” has the meaning given by section 155(2);
"本法相关要求"具有第 155(2)条所赋予的含义； |
“secretary” means a secretary of the company appointed under section 171.
"秘书"指根据第 171 条任命的公司秘书。[36/2014] |
|
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Disqualification under Limited Liability Partnerships Act 2005
根据《2005 年有限责任合伙法》取消资格 |
| 155C.—(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 59, 60 or 61 of the Limited Liability Partnerships Act 2005 must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order. [36/2014] [Act 25 of 2021 wef 01/04/2022]
[2021 年第 25 号法案，自 2022 年 4 月 1 日起生效]
155C.—(1) 除法院根据第(3)款申请所授予的许可外，根据《2005 年有限责任合伙法》第 59 条、第 60 条或第 61 条被取消资格或受取消资格令约束的人士，在取消资格期间或取消资格令有效期内，不得担任任何公司或适用第 11 部分第 2 节规定之外国公司的董事，亦不得以任何方式（直接或间接）参与或涉足其管理事务。(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(2) 任何违反第(1)款规定者即构成犯罪，一经定罪，可处以不超过 1 万新元的罚款，或不超过 2 年的监禁，或两者并罚。[36/2014] |
(3) A person who is subject to a disqualification or disqualification order under section 59 or 61 of the Limited Liability Partnerships Act 2005 may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission.
(3) 根据《2005 年有限责任合伙法》第 59 条或第 61 条受到资格取消或取消令约束的人士，可在向部长提交不少于 14 天的申请意向通知后，向法院申请许可，允许其在资格取消期间或取消令有效期内担任适用第十一部分第二节规定的公司或外国公司的董事，或参与或涉足其管理事务。[36/2014] [2014 年第 36 号法案] [Act 25 of 2021 wef 01/04/2022]
[2021 年第 25 号法案，自 2022 年 4 月 1 日起生效] |
(4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application.
(4) 在审理根据第(3)款提出的任何申请时，部长可委派代表出席聆讯，并有权反对该申请的批准。[36/2014] |
|
Disqualification under VCC Act
根据《可变资本公司法》取消资格 |
| 155D.—(1) Subject to any permission which the Court may give pursuant to an application under subsection (3), a person who is subject to a disqualification or disqualification order under section 56, 57, 58, 59 or 60 of the VCC Act must not act as director of, or in any way (whether directly or indirectly) take part in or be concerned in the management of, any company or any foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order. [44/2018; 28/2019] [44/2018；28/2019] [Act 25 of 2021 wef 01/04/2022]
[2022 年 4 月 1 日生效的 2021 年第 25 号法案]
第一百五十五条 D.—(1) 除法院根据第(3)款申请可能给予的许可外，根据《可变资本公司法》第 56、57、58、59 或 60 条受取消资格或取消资格令约束的人士，在取消资格或取消资格令有效期间，不得担任任何公司或《第十一部分第二节》所适用的任何外国公司的董事，或以任何方式（无论直接或间接）参与或涉及该等公司的管理。(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(2) 任何违反第(1)款规定者即属犯罪，一经定罪，可处以不超过 10,000 新元的罚款或不超过 2 年的监禁，或两者兼施。[44/2018] |
(3) A person who is subject to a disqualification or disqualification order mentioned in sections 56, 58, 59 and 60 of the VCC Act may apply to the Court for permission to act as director of, or to take part in or be concerned in the management of, a company or a foreign company to which Division 2 of Part 11 applies during the period of the disqualification or disqualification order, upon giving the Minister not less than 14 days’ notice of the person’s intention to apply for such permission.
(3) 根据《可变资本公司法》第 56、58、59 及 60 条受取消资格或取消资格令约束的人士，可在向部长发出不少于 14 日的拟申请许可通知后，向法院申请许可，以便在取消资格或取消资格令有效期间担任公司或《第十一部分第二节》所适用的外国公司的董事，或参与或涉及该等公司的管理。[44/2018; 28/2019] [2018 年第 44 号法案；2019 年第 28 号法案] [Act 25 of 2021 wef 01/04/2022]
[2021 年第 25 号法案自 2022 年 4 月 1 日起生效] |
(4) On the hearing of any application under subsection (3), the Minister may be represented at the hearing and may oppose the granting of the application.
(4) 在审理根据第(3)款提出的任何申请时，部长可委派代表出席聆讯，并可就批准该申请提出反对意见。[44/2018] [2018 年第 44 号法案] |
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| Debarment under VCC Act 根据《可变资本公司法》取消资格 |
155E.—(1) A person who has a debarment order made against him or her under section 59 of the VCC Act must not —| (a) | except in respect of a company of which the person is a director immediately before the order was made — act as director of any company; or
在禁止令下达时已担任公司董事的情况除外——担任任何公司的董事；或 | | (b) | except in respect of a company of which the person is a secretary immediately before the order was made — act as secretary of any company.
除该人在禁令颁布前已担任秘书的公司外，不得担任任何公司的秘书。[28/2019] |
155E.—(1) 根据《可变资本公司法》第 59 条被下达禁止令的个人不得——(2) Subsection (1) applies from the date that the debarment order is made until such time as the Registrar cancels or suspends the order.
（2）第（1）款自禁令颁布之日起适用，直至注册官取消或暂停该禁令为止。[28/2019] |
(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(3) 任何人违反第(1)款规定即构成犯罪，一经定罪，可处以不超过 10,000 新元的罚款或不超过 2 年的监禁，或两者并罚。[28/2019] [2019 年第 28 号法案] |
|
Disclosure of interests in transactions, property, offices, etc.
对交易、财产、职位等权益的披露 |
156.—(1) Subject to this section, every director or chief executive officer of a company who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must as soon as is practicable after the relevant facts have come to his or her knowledge —
——(1) 在符合本条规定的前提下，凡以任何方式（直接或间接）对公司现有或拟议交易存在利害关系的公司董事或首席执行官，应在知悉相关事实后尽快——| (a) | declare the nature of his or her interest at a meeting of the directors of the company; or
在公司董事会议上披露其利害关系的性质；或 | | (b) | send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company.
向公司发送书面通知，详细说明其在与公司进行或拟进行的交易中所涉利益的性质、特征及范围。[36/2014] |
(2) A notice under subsection (1)(b) must be given as soon as is practicable after —
(2) 根据第(1)(b)款发出的通知须在切实可行的情况下尽快——| (a) | the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
该董事或首席执行官（视情况而定）就任董事或首席执行官的日期；或 | | (b) | (if already a director or chief executive officer, as the case may be) the date on which the director or chief executive officer became, directly or indirectly, interested in a transaction or proposed transaction with the company,
（若已担任董事或首席执行官，视情况而定）该董事或首席执行官直接或间接对公司某项交易或拟议交易产生利害关系的日期 |
| as the case requires. 视情况而定。 |
[36/2014] |
(3) The requirements of subsection (1) do not apply in any case where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in a transaction or proposed transaction with the firstmentioned company if the interest of the director or chief executive officer (as the case may be) may properly be regarded as not being a material interest.
(3) 当董事或首席执行官（视情况而定）的权益仅体现为作为某公司的成员或债权人，而该公司与前述首述公司之间存在交易或拟议交易时，若该董事或首席执行官的权益可被合理视为非重大权益，则第(1)款的要求不适用。[36/2014] |
(4) A director or chief executive officer of a company is not deemed to be interested or to have been at any time interested in any transaction or proposed transaction by reason only —
(4) 公司董事或首席执行官仅因以下情形，不应被视为对任何交易或拟议交易存在利益或曾存在利益——| (a) | in the case where the transaction or proposed transaction relates to any loan to the company — that he or she has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan; or
若该交易或拟议交易涉及向公司提供贷款——其已为该贷款或部分贷款提供还款担保或共同担保；或 | | (b) | in the case where the transaction or proposed transaction has been or will be made with or for the benefit of or on behalf of a corporation which by virtue of section 6 is deemed to be related to the company — that he or she is a director or chief executive officer (as the case may be) of that corporation,
若该交易或拟议交易已与某法人实体达成或将为其利益或代表其进行，且该法人实体依据第 6 条被视为与公司存在关联关系——其担任该法人实体的董事或首席执行官（视情况而定） |
and this subsection has effect not only for the purposes of this Act but also for the purposes of any other law, but does not affect the operation of any provision in the constitution of the company.
本款规定不仅为本法之目的生效，亦为任何其他法律之目的生效，但不得影响公司章程中任何条款的效力。 |
[36/2014] |
(5) A declaration given by a director or chief executive officer under subsection (1)(a), or a written notice given by a director or chief executive officer under subsection (1)(b), is to be treated as a sufficient declaration or written notice under those provisions in relation to a transaction or proposed transaction if —
(5) 董事或首席执行官根据第(1)(a)款作出的声明，或根据第(1)(b)款发出的书面通知，在符合下列条件时，应视为就某项交易或拟议交易而言已充分满足相关条款对声明或书面通知的要求——| (a) | in the case of a declaration, the declaration is given at a meeting of the directors or the director or chief executive officer (as the case may be) takes reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is given;
就声明而言，该声明须在董事会议上作出，或该董事或首席执行官（视情况而定）须采取合理措施确保声明在作出后的下一次董事会议上被提出并宣读； | | (b) | the declaration or written notice is to the effect that —
该声明或书面通知旨在表明——| (i) | he or she is an officer or a member of a specified corporation, a member of a specified firm, or a partner or officer of a specified limited liability partnership; and
他或她是特定公司的职员或成员、特定商行的成员，或是特定有限责任合伙企业的合伙人或职员；并且 | | (ii) | he or she is to be regarded as interested in any transaction which may, after the date of the declaration or written notice, be made with the specified corporation, firm or limited liability partnership;
他或她应被视为对在声明或书面通知日期之后可能与特定公司、商行或有限责任合伙企业进行的任何交易存在利益关系； |
| | (c) | the declaration or written notice specifies the nature and extent of his or her interest in the specified corporation, firm or limited liability partnership; and
声明或书面通知中需详细说明其在该特定公司、商行或有限责任合伙企业中利益的性质和范围；且 | | (d) | at the time any transaction is made with the specified corporation, firm or limited liability partnership, his or her interest is not different in nature or greater in extent than the nature and extent specified in the declaration or written notice.
当与特定公司、商行或有限责任合伙企业进行交易时，其利益的性质或范围与声明或书面通知中载明的性质及范围无差异或未超出。[36/2014] |
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(6) Every director and chief executive officer of a company who holds any office or possess any property whereby, whether directly or indirectly, any duty or interest might be created in conflict with their duties or interests as director or chief executive officer (as the case may be) must —
(6) 公司每位董事及首席执行官若担任任何职务或持有任何财产，从而可能直接或间接导致与其作为董事或首席执行官（视情况而定）的职责或利益产生冲突的，必须——| (a) | declare at a meeting of the directors of the company the fact and the nature, character and extent of the conflict; or
在公司的董事会议上披露该冲突事实及其性质、特征和程度；或 | | (b) | send a written notice to the company setting out the fact and the nature, character and extent of the conflict.
向公司发送书面通知，说明利益冲突的事实及其性质、特征和程度。[36/2014] |
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(7) A declaration under subsection (6)(a) must be made at the first meeting of the directors of the company held —
(7) 根据第(6)(a)款作出的声明，必须在公司董事召开的首次会议上——| (a) | after he or she becomes a director or chief executive officer (as the case may be); or
在其成为董事或首席执行官（视情况而定）之后；或 | | (b) | (if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,
（如已担任董事或首席执行官，视情况而定）在其开始担任该职务或拥有该财产之后 |
| as the case requires. 视情况而定。 |
[36/2014] |
(8) A written notice under subsection (6)(b) must be given as soon as is practicable after —
(8) 根据第(6)(b)款发出的书面通知必须在切实可行的情况下尽快发出——| (a) | the date on which the director or chief executive officer became a director or chief executive officer (as the case may be); or
该董事或首席执行官成为董事或首席执行官的日期（视情况而定）；或 | | (b) | (if already a director or chief executive officer, as the case may be) after he or she commenced to hold the office or to possess the property,
（如已担任董事或首席执行官，视情况而定）在其开始担任该职务或拥有该财产之后， |
| as the case requires. 视具体要求而定。 |
[36/2014] |
(9) The company must, as soon as practicable after the receipt of the written notice mentioned in subsection (1)(b) or (6)(b), send a copy of the notice to —
(9) 公司在收到第(1)(b)款或第(6)(b)款所述的书面通知后，应尽快将该通知副本发送给——| (a) | in the case where the notice is given by a chief executive officer — all the directors; or
若通知由首席执行官发出——则发送给全体董事；或 | | (b) | in the case where the notice is given by a director — all the other directors.
若通知由董事发出——则发送给其他所有董事。[36/2014] |
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(10) Where a chief executive officer or a director of the company declares an interest or conflict by a written notice mentioned in subsection (1)(b) or (6)(b) (respectively) in accordance with this section —
(10) 当公司首席执行官或董事根据本条，分别通过第(1)(b)款或第(6)(b)款所述的书面通知声明利益或冲突时——| (a) | the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given; and
该声明的作出应视为构成通知发出后首次董事会议程的组成部分；且 | | (b) | the provisions of section 188 (minutes of proceedings) apply as if the declaration had been made at that meeting.
第 188 条（会议记录）的规定适用于该声明，如同该声明是在该会议上作出的一样。[36/2014] [2014 年第 36 号法案] |
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(11) The secretary of the company must record every declaration under this section in the minutes of the meeting at which it was made and keep records of every written resolution duly signed and returned to the company under this section.
(11) 公司秘书必须将根据本条作出的每项声明记录在作出该声明的会议记录中，并妥善保存根据本条正式签署并交回公司的每份书面决议记录。[36/2014] |
(12) The directors of a company must permit a chief executive officer of the company who is not a director to attend a meeting of the board of directors where such attendance is necessary for the chief executive officer to make a declaration for the purpose of complying with this section.
(12) 公司董事必须允许非董事身份的首席执行官出席董事会会议，若该首席执行官为遵守本节规定需作出声明时，其出席确属必要。[36/2014] |
(13) For the purposes of this section —
(13) 就本条而言——| (a) | an interest of a member of a director’s family is treated as an interest of the director and the words “member of a director’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter; and
董事家庭成员的利益视为该董事的利益，且"董事家庭成员"包括其配偶、儿子、养子、继子、女儿、养女及继女；及 | | (b) | an interest of a member of a chief executive officer’s family is treated as an interest of the chief executive officer and the words “member of the chief executive officer’s family” include his or her spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.
首席执行官家庭成员的利益被视为首席执行官的利益，且“首席执行官家庭成员”一词包括其配偶、儿子、养子、继子、女儿、养女和继女。[36/2014] |
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(14) Subject to subsection (4), this section is in addition to and not in derogation of the operation of any rule of law or any provision in the constitution restricting a director or chief executive officer from having any interest in transactions with the company or from holding offices or possessing properties involving duties or interests in conflict with his or her duties or interests as a director or chief executive officer (as the case may be).
(14) 在不影响第(4)款的前提下，本条之规定乃增补而非减损任何法律规则或章程条款之效力，该等规则或条款限制董事或首席执行官在与公司之交易中享有利益，或限制其担任职务或持有财产以致其职责或利益与其作为董事或首席执行官（视情况而定）之职责或利益相冲突。[36/2014] [2014 年第 36 号法案] |
(15) Any director or chief executive officer of a company who fails to comply with any of the provisions of this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.
(15) 公司任何董事或首席执行官若未能遵守本条任何规定，即属犯罪，一经定罪，可处以不超过 5,000 元罚款或不超过 12 个月监禁，或两者并罚。[36/2014] |
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As to the duty and liability of officers
关于高级职员的职责与责任 |
157.—(1) A director must at all times act honestly and use reasonable diligence in the discharge of the duties of his or her office.
第一百五十七条——（1）董事必须始终诚实行事，并在履行其职务时保持合理勤勉。(2) An officer or agent of a company must not make improper use of his or her position as an officer or agent of the company or any information acquired by virtue of his or her position as an officer or agent of the company to gain, directly or indirectly, an advantage for himself or herself or for any other person or to cause detriment to the company.
(2) 公司高级职员或代理人不得滥用其职务身份，或利用因担任该职务所获取的任何信息，直接或间接为自己或他人谋取利益，或导致公司蒙受损害。[36/2014] |
(3) An officer or agent who commits a breach of any of the provisions of this section shall be —
(3) 违反本条任何规定的职员或代理人应——| (a) | liable to the company for any profit made by him or her or for any damage suffered by the company as a result of the breach of any of those provisions; and
就其因违反上述规定所获利润或对公司造成的损害向公司承担责任；且 | | (b) | guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months.
构成犯罪，一经定罪，可处以不超过 5,000 新元的罚款或不超过 12 个月的监禁。 |
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(4) This section is in addition to and not in derogation of any other written law or rule of law relating to the duty or liability of directors or officers of a company.
(4) 本条是对公司董事或高级职员责任或义务的其他成文法或法律规则之补充，且不减损其效力。 |
(5) In this section —
(5) 在本条中——“officer” includes a person who at any time has been an officer of the company;
"高级职员"包括曾于任何时候担任公司高级职员的人士。 |
“agent” includes a banker, solicitor or auditor of the company and any person who at any time has been a banker, solicitor or auditor of the company.
“代理人”包括公司的银行家、律师或审计师，以及曾担任过公司银行家、律师或审计师的任何人。 |
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| 157A.—(1) The business of a company is to be managed by, or under the direction or supervision of, the directors. [36/2014]
157A.—(1) 公司业务须由董事管理，或在董事指导或监督下进行管理。(2) The directors may exercise all the powers of a company except any power that this Act or the constitution of the company requires the company to exercise in general meeting.
(2) 董事可行使公司的一切权力，但本法或公司章程规定须由公司股东大会行使的权力除外。[36/2014] |
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Director declarations where company has one director
单一董事公司的董事声明 |
157B. Where a company only has one director, that director may make a declaration required or authorised to be made under this Act by recording the declaration and signing the record; and such recording and signing of the declaration satisfies any requirement in this Act that the declaration be made at a meeting of the directors.
157B. 当公司仅有一名董事时，该董事可通过记录声明并签署该记录的方式作出本法要求或授权作出的声明；此类声明的记录与签署即满足本法关于需在董事会议上作出声明的任何要求。 |
Use of information and advice
信息与建议的使用 |
157C.—(1) Subject to subsection (2), a director of a company may, when exercising powers or performing duties as a director, rely on reports, statements, financial data and other information prepared or supplied, and on professional or expert advice given, by any of the following persons:| (a) | an employee of the company whom the director believes on reasonable grounds to be reliable and competent in relation to the matters concerned;
公司雇员——当董事有合理理由相信该雇员就相关事项具备可靠性与专业能力时； | | (b) | a professional adviser or an expert in relation to matters which the director believes on reasonable grounds to be within the person’s professional or expert competence;
专业顾问或专家，涉及董事有合理理由认为属于该人士专业或专长领域的事项； | | (c) | any other director or any committee of directors upon which the director did not serve in relation to matters within that other director’s or committee’s designated authority.
其他董事或董事委员会（该董事未在该委员会任职），涉及该其他董事或委员会被授权范围内的事项。 |
157C.—(1) 在遵守第(2)款的前提下，公司董事在行使权力或履行职责时，可依赖以下人员编制或提供的报告、陈述、财务数据及其他信息，以及给出的专业或专家建议：(2) Subsection (1) applies to a director only if the director —
(2) 第(1)款仅适用于符合以下情形的董事——| (a) | acts in good faith; 出于善意行事； | | (b) | makes proper inquiry where the need for inquiry is indicated by the circumstances; and
在情况表明需要调查时进行适当调查；以及 | | (c) | has no knowledge that such reliance is unwarranted.
不知晓此种依赖是无根据的。 |
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Disclosure of company information by certain directors
特定董事对公司信息的披露 |
| 158.—(1) A director of a company may disclose information which the director has in his or her capacity as a director or an employee of a company, being information that would not otherwise be available to him or her, to the persons specified in subsection (2) if such disclosure is not likely to prejudice the company and is made with the authorisation of the board of directors. [36/2014]
158.—(1) 公司董事在获得董事会授权且该披露不太可能损害公司利益的情况下，可将其以董事或公司雇员身份获取的、非其原本可获得的信息披露给第(2)款所指定的人员。(2) The information referred to in subsection (1) may be disclosed to —
(2) 第(1)款所述信息可向以下人员披露——| (a) | a person whose interests the director represents; or
该董事所代表利益关系人；或 | | (b) | a person in accordance with whose directions or instructions the director may be required or is accustomed to act in relation to the director’s powers and duties.
根据其指示或要求，董事在行使权力和履行职责时可能需要或惯常采取行动的人。 |
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(3) The authorisation mentioned in subsection (1) may be conferred in respect of disclosure of —
(3) 第(1)款所述的授权可针对以下事项的披露作出——| (a) | all or any class of information; or
全部或任何类别的信息；或 | | (b) | only such information as may be specified in the authorisation.
仅限授权书中可能规定的此类信息。[36/2014] |
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Power of directors to have regard to interest of its employees, members and rulings of Securities Industry Council
董事考虑其员工、成员及证券业委员会裁决权益的权力 |
159. The matters to which the directors of a company are entitled to have regard in exercising their powers include —
159. 公司董事在行使权力时有权考虑的事项包括——| (a) | the interests of the company’s employees generally, as well as the interests of its members; and
公司员工的整体利益，以及其成员的利益；以及 | | (b) | the rulings of the Securities Industry Council on the interpretation of the principles and rules of and the practice to be followed under the Singapore Code on Take‑overs and Mergers.
证券业委员会对《新加坡收购与合并守则》所载原则、规则及应遵循实务的解释所作出的裁决。 |
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Approval of company required for disposal by directors of company’s undertaking or property
董事处置公司业务或财产须经公司批准 |
| 160.—(1) Despite anything in a company’s constitution, the directors must not carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by the company in general meeting. [36/2014] [2014 年第 36 号法案]
第一百六十条 (1) 即使公司章程另有规定，董事不得实施任何处置公司全部或实质性全部业务或财产的提案，除非该提案已获公司股东大会批准。(2) The Court may, on the application of any member of the company, restrain the directors from entering into a transaction in contravention of subsection (1).
(2) 法院可应公司任何成员的申请，禁止董事进行违反第(1)款规定的交易。 |
(3) A transaction entered into in contravention of subsection (1) is, in favour of any person dealing with the company for valuable consideration and without actual notice of the contravention, as valid as if that subsection had been complied with.
(3) 违反第(1)款规定订立的交易，对于任何善意付出对价且实际不知晓该违规行为的交易相对方而言，其效力等同于已合规履行该款规定的情形。 |
(4) This section does not apply to proposals for disposing of the whole or substantially the whole of the company’s undertaking or property made by a receiver and manager of any part of the undertaking or property of the company appointed under a power contained in any instrument or a liquidator of a company appointed in a voluntary winding up.
(4) 本条不适用于根据任何文件所载权力任命的公司部分业务或财产接管人及管理人，或自愿清算中任命的公司清算人提出的处置公司全部或实质全部业务或财产的建议。 |
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160A. [Repealed by Act 38 of 1998]
160A. [已由 1998 年第 38 号法案废止] |
160B. [Repealed by Act 38 of 1998]
160B. [由 1998 年第 38 号法令废止] |
160C. [Repealed by Act 38 of 1998]
160C. [由 1998 年第 38 号法令废止] |
160D. [Repealed by Act 38 of 1998]
160D. [由 1998 年第 38 号法令废止] |
Approval of company required for issue of shares by directors
董事发行股份须经公司批准 |
| 161.—(1) Despite anything in a company’s constitution, the directors must not, without the prior approval of the company in general meeting, exercise any power of the company to issue shares. [36/2014] [2014 年第 36 号法案]
161.—(1) 即使公司章程中有任何相反规定，未经公司股东大会事先批准，董事不得行使公司发行股份的任何权力。(2) Approval for the purposes of this section may be confined to a particular exercise of that power or may apply to the exercise of that power generally; and any such approval may be unconditional or subject to conditions.
(2) 为本条之目的所给予的批准，可仅限于该权力的特定行使，亦可普遍适用于该权力的一般行使；且此类批准可为无条件批准，亦可附加条件。 |
(3) Any approval for the purposes of this section continues in force until —
(3) 为本条之目的所给予的任何批准，其效力持续至下列时间为止：| (a) | the conclusion of the annual general meeting commencing next after the date on which the approval was given; or
批准作出后首次召开的年度股东大会结束之时；或 | | (b) | the expiration of the period within which the next annual general meeting after that date is required by law to be held,
自该日期起法律规定的下一次年度股东大会必须召开的期限届满时， |
whichever is the earlier; but any approval may be previously revoked or varied by the company in general meeting.
以较早者为准；但公司可在股东大会上提前撤销或变更任何批准。 |
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(4) The directors may issue shares even though an approval for the purposes of this section has ceased to be in force if the shares are issued pursuant to an offer, agreement or option made or granted by them while the approval was in force and they were authorised by the approval to make or grant an offer, agreement or option which would or might require shares to be issued after the expiration of the approval.
(4) 即使根据本条规定的批准已失效，若股份是根据董事在批准有效期间作出或授予的要约、协议或期权发行的，且该批准授权董事作出或授予可能要求在批准失效后发行股份的要约、协议或期权，则董事仍可发行股份。 |
(5) Section 186 applies to any resolution whereby an approval is given for the purposes of this section.
(5) 第 186 条适用于为施行本条而作出批准的任何决议。 |
(6) Any issue of shares made by a company in contravention of this section is void and consideration given for the shares is recoverable accordingly.
(6) 公司违反本节规定发行的股份均属无效，所支付的股份对价应相应予以返还。 |
(7) Any director who knowingly contravenes, or permits or authorises the contravention of, this section with respect to any issue of shares shall be liable to compensate the company and the person to whom the shares were issued for any loss, damages or costs which the company or that person may have sustained or incurred thereby; but no proceedings to recover any such loss, damages or costs may be commenced after the expiration of 2 years from the date of the issue.
(7) 任何董事若明知故犯地违反或允许、授权他人违反本条关于股份发行的规定，须就公司或股份认购人因此遭受的任何损失、损害或费用承担赔偿责任；但自股份发行之日起两年期满后，不得再提起追偿此类损失、损害或费用的诉讼。 |
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Loans and quasi‑loans to directors, credit transactions and related arrangements
向董事提供贷款、准贷款、信用交易及相关安排 |
162.—(1) For the purposes of this section, a company makes a restricted transaction if it —
—(1) 就本条而言，公司在下列情况下进行限制性交易——| (a) | makes a loan or quasi‑loan to a director —
向董事提供贷款或准贷款——| (i) | of the company; or 公司；或 | | (ii) | of a company which by virtue of section 6 is deemed to be related to that company,
依据第 6 条被视为与该有关联的公司， |
(called in this section a relevant director);
（在本条中称为相关董事）； |
| | (b) | enters into any guarantee or provides any security in connection with a loan or quasi‑loan made to a relevant director by any other person;
为任何其他人士向相关董事提供的贷款或准贷款提供任何担保或担保物； | | (c) | enters into a credit transaction as creditor for the benefit of a relevant director;
作为债权人签订信贷交易，为相关董事谋取利益； | | (d) | enters into any guarantee or provides any security in connection with a credit transaction entered into by any person for the benefit of a relevant director;
为相关董事的利益，就他人达成的信贷交易提供任何担保或保证； | | (e) | takes part in an arrangement under which —
参与某项安排，而根据该安排——| (i) | another person enters into a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraph (a), (b), (c), (d) or (f); and
他人进行的交易若由公司进行，则属于(a)、(b)、(c)、(d)或(f)项下的受限交易；且 | | (ii) | that person, pursuant to the arrangement, obtains a benefit from the company or a company which by virtue of section 6 is deemed to be related to that company; or
该人士根据该安排从公司或依据第 6 条被视为该公司关联公司的企业获取利益；或 |
| | (f) | arranges the assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have been a restricted transaction under paragraphs (a) to (e).
安排将任何权利、义务或负债通过交易转让给公司或由公司承担，而若该交易由公司直接订立，则根据(a)至(e)项将构成受限交易。[36/2014] [2014 年第 36 号法案] |
(2) Subject to subsections (3) and (4) and sections 163A and 163B, a company (other than an exempt private company) must not make a restricted transaction.
(2) 在遵守第(3)款、第(4)款以及第 163A 条和第 163B 条的前提下，（非豁免私人公司的）公司不得进行受限交易。[36/2014] [2014 年第 36 号法案] |
(3) Subject to subsection (4), nothing in this section applies to any transaction which would otherwise be a restricted transaction that is —
(3) 在遵守第(4)款的前提下，本节规定不适用于以下情形——若某项交易本应属于受限交易，但该交易是：| (a) | made to or for the benefit of a relevant director to meet expenditure incurred or to be incurred by him or her for the purposes of the company or for the purpose of enabling him or her to properly perform his or her duties as an officer of the company;
向相关董事作出或为其利益而作出，用于支付其已发生或将要发生的开支，且该开支系为公司目的或为使其能够妥善履行公司管理人员职责而产生； | | (b) | made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to the company, as the case may be, for the purpose of purchasing or otherwise acquiring a home occupied or to be occupied by the director, except that not more than one such restricted transaction may be outstanding at any time;
向受雇于公司或被视为与公司有关联的法人实体（视情况而定）的全职工作的相关董事提供或为其利益而进行的交易，目的是购买或以其他方式获取该董事居住或拟居住的住宅，但在任何时间此类受限交易不得超过一项未偿还； | | (c) | made to or for the benefit of a relevant director who is engaged in the full‑time employment of the company or of a corporation that is deemed to be related to that company (as the case may be) where the company has at a general meeting approved of a scheme for the making of such transaction to or for the benefit of employees of the company and the restricted transaction is in accordance with that scheme; or
向受雇于公司或被视为与该公司有关联的法人实体（视情况而定）的全职工作的相关董事提供或为其利益而进行的交易，前提是公司已在股东大会上批准了向公司员工提供此类交易的方案，且该受限交易符合该方案；或 | | (d) | made to or for the benefit of a relevant director in the ordinary course of business of a company whose ordinary business includes the lending of money or the giving of guarantees in connection with loans, quasi‑loans or credit transactions made or entered into by other persons if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.
向相关董事提供或为其利益提供的贷款、准贷款或信用交易，若该贷款、准贷款或信用交易是由其他人士作出或订立的，且该公司的日常业务包括贷款或为贷款、准贷款或信用交易提供担保，同时该公司的经营活动受任何与银行、金融公司或保险相关的成文法监管，或受新加坡金融管理局监督。[36/2014] |
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(4) Subsection (3)(a) or (b) does not authorise the making of any restricted transaction, except —
(4) 第(3)款(a)或(b)项并不授权进行任何受限制交易，除非——| (a) | with the prior approval of the company given at a general meeting at which the purposes of the expenditure and the amount or extent of the restricted transaction are disclosed; or
事先获得公司在股东大会上的批准，且该次大会已披露相关支出目的及受限交易的金额或范围；或 | | (b) | on condition that, if the prior approval of the company is not given as aforesaid at or before the next following annual general meeting, the amount of or liability under the restricted transaction must be repaid or discharged (as the case may be) within 6 months from the conclusion of that meeting.
但若公司未能在随后召开的年度股东大会或之前按上述方式给予事先批准，则须在该次会议结束后 6 个月内偿还或解除（视情况而定）该受限交易的金额或债务。[36/2014] |
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(5) Where the prior approval of the company is not given as required by the condition mentioned in subsection (4)(b), the directors authorising the making of the restricted transaction are jointly and severally liable to indemnify the company against any loss arising therefrom.
(5) 若未按第(4)(b)款规定事先取得公司批准即进行限制性交易，授权该交易的董事须对公司因此产生的损失承担连带赔偿责任。[36/2014] [2014 年第 36 号法案] |
(6) Where a company contravenes this section, any director who authorises the making of the restricted transaction shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years.
(6) 公司违反本节规定时，任何授权进行限制性交易的董事即构成犯罪，一经定罪，可处以不超过 20,000 新元的罚款或不超过 2 年的监禁，或两者并罚。[36/2014] [2014 年第 36 号法案] |
(7) Nothing in this section operates to prevent the company from recovering the amount of any loan, quasi‑loan, credit transaction or arrangement or amount for which it becomes liable under any guarantee entered into or in respect of any security given contrary to this section.
(7) 本节规定不影响公司追回以下款项的权利：违反本节规定发放的贷款、准贷款、信贷交易或安排所涉金额，或公司因提供担保或抵押而承担的债务金额。[36/2014] |
(8) For the purpose of subsection (1), a reference to a director or relevant director therein includes a reference to the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.
(8) 就第(1)款而言，其中所指的董事或相关董事包括该董事的配偶、儿子、养子、继子、女儿、养女及继女。[36/2014] [2014 年第 36 号法案] |
(9) In determining for the purposes of this section whether a transaction is a restricted transaction under subsection (1)(e), the transaction is to be treated as having been entered into on the date of the arrangement.
(9) 为施行本条而判定某交易是否属于第(1)(e)款规定的受限交易时，该交易应视为在安排订立之日即已达成。[36/2014] |
(10) For the purposes of this section, a reference to prior approval does not include any approval of the company that is given after the restricted transaction has been made, provided for or entered into (as the case may be).
(10) 就本条而言，"事先批准"不包括公司在受限交易已经达成、作出或订立（视属何情况而定）后给予的任何批准。[36/2014] [2014 年第 36 号法案] |
(11) In this section and section 163 —
(11) 在本条及第 163 条中——“conditional sale agreement” has the meaning given by section 2 of the Hire‑Purchase Act 1969;
"有条件销售协议"具有《1969 年分期付款法》第 2 条所赋予的含义； |
“credit transaction” means a transaction under which one party (called in this section and section 163 the creditor) —
"信贷交易"指一方（在本条及第 163 条中称为债权人）进行的以下交易——| (a) | supplies any goods or disposes of any immovable property under a hire‑purchase agreement or a conditional sale agreement;
根据分期付款协议或有条件销售协议供应任何货物或处置任何不动产； | | (b) | leases or hires any immovable property or goods in return for periodic payments; or
租赁或租用任何不动产或货物以换取定期付款；或 | | (c) | otherwise disposes of immovable property or supplies goods or services on the understanding that payment (whether in a lump sum or instalments or by way of periodic payments or otherwise) is to be deferred;
以延期付款（无论是一次性付款、分期付款、定期付款或其他方式）为条件，处置不动产或提供货物或服务； |
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“quasi‑loan” means a transaction under which one party (called in this section and section 163 the creditor) agrees to pay, or pays otherwise than pursuant to an agreement, a sum for another (called in this section the borrower) or agrees to reimburse, or reimburses otherwise than pursuant to an agreement, expenditure incurred by another party for another (called in this section and section 163 the borrower) —
"准贷款"指一方（在本条及第 163 条中称为债权人）同意为另一方（在本条中称为借款人）支付款项，或非依协议为另一方支付款项，或同意补偿另一方为他人（在本条及第 163 条中称为借款人）发生的支出，或非依协议补偿该等支出的交易——| (a) | on terms that the borrower (or a person on the borrower’s behalf) will reimburse the creditor; or
条款规定借款人（或代表借款人的个人）须向债权人偿还；或 | | (b) | in circumstances giving rise to a liability on the borrower to reimburse the creditor;
且该交易导致借款人有义务向债权人偿还； |
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“services” means any thing other than goods or immovable property.
"服务"指除货物或不动产之外的任何事物。[36/2014] |
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(12) For the purposes of subsection (11) —
(12) 就第(11)款而言——| (a) | a reference to the person to whom a quasi‑loan is made is a reference to the borrower;
提及准贷款对象即指借款人； | | (b) | the liabilities of the borrower under a quasi‑loan include the liabilities of any person who has agreed to reimburse the creditor on behalf of the borrower;
借款人在准贷款项下的负债包括任何已同意代表借款人向债权人还款者的债务； | | (c) | a reference to the person for whose benefit a credit transaction is entered into is a reference to the person to whom goods, immovable property or services are supplied, sold, leased, hired or otherwise disposed of under the transaction; and
对为某人利益而订立的信用交易中"该人"的提述，即指在该交易中获得商品、不动产或服务供应、销售、租赁、租用或以其他方式处置的对象；以及 | | (d) | a reference to the supply of services means the supply of anything other than goods or immovable property and includes the transfer or disposal of choses in action or of intellectual property rights.
"服务供应"指除货物或不动产之外的任何供应，包括诉讼产或知识产权的转让或处置。 |
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Approval of company required for loans and quasi‑loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc.
向贷款公司董事关联人士提供贷款、准贷款及信贷交易需经公司批准。 |
163.—(1) Subject to this section and sections 163A and 163B, it is not lawful for a company (other than an exempt private company) —
——(1) 在遵守本条及第 163A 条和第 163B 条的前提下，公司（豁免私人公司除外）不得——| (a) | to make a loan or quasi‑loan to another company, a limited liability partnership or a VCC;
向其他公司、有限责任合伙或可变资本公司提供贷款或准贷款 | | (b) | to enter into any guarantee or provide any security in connection with a loan or quasi‑loan made to another company, a limited liability partnership or a VCC by a person other than the firstmentioned company;
为其他公司、有限责任合伙企业或可变资本公司（VCC）向第三方获取的贷款或准贷款提供担保或保证； | | (c) | to enter into a credit transaction as creditor for the benefit of another company, a limited liability partnership or a VCC; or
作为债权人，为其他公司、有限责任合伙企业或可变资本公司（VCC）的利益进行信贷交易；或 | | (d) | to enter into any guarantee or provide any security in connection with a credit transaction entered into by any person for the benefit of another company, a limited liability partnership or a VCC,
为任何人为其他公司、有限责任合伙企业或可变资本公司（VCC）的利益所进行的信贷交易提供担保或保证， |
if a director or directors of the firstmentioned company is or together are interested in 20% or more of the total voting power in the other company, the limited liability partnership or the VCC (as the case may be), unless there is prior approval by the company in general meeting for the making of, provision for or entering into the loan, quasi‑loan, credit transaction, guarantee or security (as the case may be) at which the interested director or directors, and his, her or their family members, abstained from voting.
若前述公司的董事单独或合计持有该其他公司、有限责任合伙企业或可变资本公司（视情况而定）20%及以上表决权，则除非该贷款、准贷款、信贷交易、担保或保证（视情况而定）的提供、安排或订立已事先获得公司股东大会批准，且相关董事及其家庭成员在表决时回避。 |
[36/2014; 44/2018] (2) Subsection (1) also applies to —
(2) 第(1)款同样适用于——| (a) | a loan or quasi‑loan made by a company (other than an exempt private company) to another company or a limited liability partnership;
一家公司（非豁免私人公司）向另一家公司或有限责任合伙企业提供的贷款或准贷款； | | (b) | a credit transaction made by a company (other than an exempt private company) for the benefit of another company or to a limited liability partnership; and
一家公司（非豁免私人公司）为另一家公司或有限责任合伙企业的利益而进行的信用交易；以及 | | (c) | a guarantee entered into or security provided by a company (other than an exempt private company) in connection with a loan or quasi‑loan made to another company or a limited liability partnership by a person other than the firstmentioned company or with a credit transaction made for the benefit of another company or a limited liability partnership entered into by a person other than the firstmentioned company,
一家公司（非豁免私人公司）就第三方（非该公司本身）向另一家公司或有限责任合伙企业提供的贷款/准贷款，或为第三方（非该公司本身）与另一家公司/有限责任合伙企业达成的信用交易利益，所订立的担保或提供的抵押 |
where such other company or such limited liability partnership is incorporated or formed (as the case may be) outside Singapore, if a director or directors of the firstmentioned company have an interest in the other company or the limited liability partnership, as the case may be.
如该其他公司或该有限责任合伙（视情况而定）是在新加坡境外成立或组建的，且前述公司的董事或董事们在该其他公司或该有限责任合伙中拥有权益（视情况而定）。 |
[36/2014] |
(3) For the purposes of subsection (2), a director or directors of a company —
(3) 就第(2)款而言，公司的一名或多名董事——| (a) | have an interest in the other company if —
在以下情况下，董事或董事们被视为对另一公司拥有权益——| (i) | in the case of a company with a share capital — the director or directors is or together are interested in 20% or more of the total voting power in the other company; or
对于有股本的公司——该董事或董事们单独或合计持有另一公司 20%或以上的总表决权；或 | | (ii) | in the case of a company without a share capital — the director or directors exercises or together exercise control over the other company (whether by reason of having the power to appoint directors or otherwise); or
对于无股本的公司——该董事或董事们单独或共同对另一公司实施控制（无论通过委任董事的权力或其他方式）；或 |
| | (b) | have an interest in a limited liability partnership if the director or directors is or together are interested in 20% or more of the total voting power in the limited liability partnership.
若董事或多名董事共同在一家有限责任合伙企业中拥有 20%或以上的总表决权，则视为对该合伙企业享有权益。[36/2014] |
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(3A) Subject to this section and sections 163A and 163B, a company (other than an exempt private company) must not —
(3A) 在遵守本条及第 163A 条和第 163B 条规定的前提下，公司（豁免私人公司除外）不得——| (a) | take part in an arrangement under which —
参与某项安排，根据该安排——| (i) | another person enters into a transaction that, if it had been entered into by the company, would have required approval under this section; and
他人进行一项交易（若由该公司进行该交易，则需根据本节获得批准）；且 | | (ii) | that person, pursuant to the arrangement, obtains a benefit from the company or a related company; or
该人依据该安排从公司或关联公司获得利益；或 |
| | (b) | arrange the assignment to it, or assumption by it, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have required such approval,
安排将公司若作为缔约方需经此类批准的交易中的任何权利、义务或责任转让予该董事或其关联方，或由其承担； |
unless there is prior approval by the company in general meeting for taking part in such an arrangement or for arranging the assignment or assumption of rights, obligations or liabilities under such a transaction at which the interested director or directors, or his, her or their family members, abstained from voting.
除非已事先获得公司股东大会批准参与此类安排，或批准在此类交易中安排权利、义务或责任的转让或承担，且有利害关系的董事或其家庭成员在表决时回避； |
[36/2014] |
(3B) In determining for the purposes of subsection (3A) whether a transaction is one that would have required approval under this section if it had been entered into by the company, the transaction is to be treated as having been entered into on the date of the arrangement.
(3B) 为第(3A)款之目的，在判定某项交易若由公司订立是否需根据本条获得批准时，该交易应被视为于安排当日订立。[36/2014] [2014 年第 36 号法案] |
(3C) The requirement in subsections (1) and (3A) that the interested director or directors, or his, her or their family members, abstain from voting at the general meeting of the company does not apply where all the shareholders of the company have each voted to approve the arrangement.
(3C) 当公司所有股东均投票批准该安排时，第(1)款和第(3A)款关于利害关系董事或其家庭成员须在公司股东大会上回避表决的要求不适用。[36/2014] |
(3D) For the purposes of this section —
(3D) 就本条而言——| (a) | where a company makes a loan or quasi‑loan to another company or VCC, enters into a credit transaction for the benefit of another company or VCC, gives a guarantee or provides security in connection with a loan, quasi‑loan or credit transaction made to or entered into for the benefit of another company or VCC, or enters into an arrangement referred to in subsection (3A), a director or directors of the firstmentioned company are not to be taken to have an interest in shares in that other company or VCC by reason only that the firstmentioned company has an interest in shares in that other company or VCC and a director or directors have an interest in shares in the firstmentioned company;
当一家公司向另一家公司或可变资本公司（VCC）提供贷款或准贷款、为另一家公司或 VCC 的利益订立信贷交易、为向另一家公司或 VCC 提供或为其利益订立的贷款/准贷款/信贷交易提供担保或抵押、或订立第(3A)款所述安排时，仅因前述公司在另一家公司或 VCC 的股份中拥有权益且其一名或多名董事在前述公司股份中拥有权益，不得认定该董事或董事们在另一家公司或 VCC 的股份中拥有权益； | | (b) | the expression “interest in shares”, in relation to a company, has the meaning assigned to it in section 7 and, in relation to a VCC, has the meaning assigned to it in section 7 as applied by section 2(6) of the VCC Act and read with section 2(7) of that Act;
"股份权益"一词对于公司具有第 7 条所定义的含义，对于可变资本公司（VCC）则具有《可变资本公司法》第 2(6)条所适用且结合该法第 2(7)条解读的第 7 条定义含义； | | (c) | a person who has an interest in a share of a company or a VCC is to be treated as having an interest in the voting power conferred on the holder by that share;
在某一公司或可变资本公司（VCC）股份中拥有权益的人，应被视为拥有该股份赋予持有人的表决权权益 | | (d) | a reference to prior approval of the company in subsection (1) does not include any approval of the company that is given after the loan, quasi‑loan, credit transaction, guarantee or security mentioned in that subsection has been made, provided for or entered into (as the case may be); and
第(1)款中所述公司事先批准不包括在该款所述贷款、准贷款、信贷交易、担保或保证（视情况而定）已经发生、作出或订立后给予的公司任何批准；以及 | | (e) | a reference to prior approval of the company in subsection (3A) does not include any approval of the company that is given after the arrangement referred to in that subsection has been entered into.
第(3A)款中所述公司事先批准不包括在该款所述安排已经订立后给予的公司任何批准。[36/2014; 44/2018] [2014 年第 36 号法案；2018 年第 44 号法案] |
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(4) This section does not apply —
(4) 本条不适用于——| (a) | to anything done by a company where the other company (whether that company is incorporated in Singapore or otherwise) or VCC is its subsidiary or holding company or a subsidiary of its holding company; or
对于公司所采取的任何行为，若另一家公司（无论该公司是否在新加坡注册成立）或可变资本公司(VCC)是其子公司、控股公司或其控股公司的子公司；或 | | (b) | to a company, whose ordinary business includes the lending of money or the giving of guarantees in connection with loans made by other persons, to anything done by the company in the ordinary course of that business if the activities of that company are regulated by any written law relating to banking, finance companies or insurance or are subject to supervision by the Monetary Authority of Singapore.
对于一家其日常业务包括提供贷款或为他人贷款提供担保的公司，若该公司行为属于该业务正常经营范围内，且该公司经营活动受任何与银行业、金融公司或保险相关的成文法监管，或受新加坡金融管理局监督。[44/2018] |
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(5) For the purposes of this section —
(5) 就本条而言——| (a) | an interest of a member of a director’s family is treated as the interest of the director; and
董事家庭成员的利益视为该董事的利益；且 | | (b) | a reference to a member of a director’s family includes the director’s spouse, son, adopted son, stepson, daughter, adopted daughter and stepdaughter.
董事家庭成员的提述包括该董事的配偶、儿子、养子、继子、女儿、养女和继女。[36/2014] [2014 年第 36 号法案] |
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(6) Nothing in this section operates to prevent the recovery of the amount of any loan, quasi‑loan, credit transaction or arrangement or the enforcement of any guarantee or security whether made or given by the company or any other person.
(6) 本条任何规定均不妨碍追偿任何贷款、准贷款、信贷交易或安排所涉金额，亦不妨碍执行由该公司或任何其他人作出或提供的任何担保或担保措施。[36/2014] |
(7) Where a company contravenes this section, any director who authorises the making of any loan or quasi‑loan, the entering into of any credit transaction, the entering into of any guarantee, the providing of any security or the entering into of any arrangement contrary to this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years.
(7) 公司违反本条规定时，任何授权发放贷款或准贷款、订立信用交易、提供担保、设定担保或达成违反本条规定的安排的董事，即构成犯罪，一经定罪，可处以不超过 2 万新元的罚款或不超过 2 年的监禁，或两者并罚。[36/2014] |
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Exception for expenditure on defending proceedings, etc.
为诉讼辩护等支出的例外 |
163A. 第 163A 条—(1) Sections 162 and 163 do not apply to anything done by a company —
—(1) 第 162 条和 163 条不适用于公司为以下目的所做的任何行为——| (a) | to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director —
向公司董事提供贷款资金，用于支付该董事已发生或即将发生的开支——| (i) | in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company; or
在针对董事涉嫌与公司相关的任何过失、违约、违反职责或违反信托而提起的刑事或民事诉讼中进行辩护；或 | | (ii) | in connection with an application for relief; or
与申请救济相关；或 |
| | (b) | to enable any such director to avoid incurring such expenditure,
使任何该董事能够避免承担此类开支， |
if it is done on the terms provided in subsection (2).
如果该行为符合第(2)款规定的条件。 |
[36/2014] [2014 年第 36 号法案] (2) The terms referred to in subsection (1) are —
(2) 第(1)款所指的条款为——| (a) | that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of —
该贷款将被偿还，或（视情况而定）公司因相关交易所产生的任何责任将被解除，如果发生以下情形——| (i) | the director being convicted in the proceedings;
该董事在这些诉讼中被定罪； | | (ii) | judgment being given against the director in the proceedings; or
该董事在诉讼中被判败诉；或 | | (iii) | the court refusing to grant the director relief on the application; and
法院拒绝批准该董事的救济申请；且 |
| | (b) | that it is to be repaid or discharged not later than 14 days after —
该款项应在以下日期后 14 日内偿还或解除——| (i) | the date when the conviction becomes final;
定罪最终确定的日期； | | (ii) | the date when the judgment becomes final; or
判决最终确定的日期；或 | | (iii) | the date when the refusal of relief becomes final.
拒绝救济最终确定的日期。[36/2014] |
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(3) For the purposes of this section —
(3) 就本条而言——| (a) | a conviction, judgment or refusal of relief becomes final —
判决、裁决或救济拒绝成为终局性决定——| (i) | if it is not appealed against, at the end of the period for bringing an appeal; or
若未提出上诉，则在上诉期限届满时；或 | | (ii) | if it is appealed against, when the appeal (or any further appeal) is disposed of;
若提出上诉，则在上诉（或任何进一步上诉）程序终结时 |
| | (b) | an appeal or further appeal is disposed of —
上诉或进一步上诉已处理完毕——| (i) | if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or
若上诉已裁决且无进一步上诉权，或虽有进一步上诉权但提出进一步上诉的期限已届满；或 | | (ii) | if it is abandoned or otherwise ceases to have effect; and
若贷款被放弃或以其他方式失效；以及 |
| | (c) | a reference to the repayment of a loan includes the payment of any interest which is chargeable under the terms on which the loan was given.
提及贷款偿还时，包括支付根据贷款条款应计的任何利息。[36/2014] [2014 年第 36 号法案] |
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(4) The reference in this section to an application for relief is to an application for relief under section 76A(13) or 391.
(4) 本节所述救济申请是指根据第 76A(13)条或第 391 条提出的救济申请。[36/2014] [2014 年第 36 号法案] |
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Exception for expenditure in connection with regulatory action or investigation
与监管行动或调查相关支出的例外规定 |
163B. Sections 162, 163 and 172 do not apply to anything done by a company —
第一百六十三条 B 第一百六十二条、第一百六十三条及第一百七十二条的规定不适用于公司为下列目的所作的任何行为——| (a) | to provide a director of the company with funds by way of any loan to meet expenditure incurred or to be incurred by the director in defending himself or herself —
向公司董事提供贷款资金，用于支付该董事在下列情形中为自我辩护已发生或即将发生的开支——| (i) | in an investigation by a regulatory authority; or
接受监管机构调查时；或 | | (ii) | against any action proposed to be taken by a regulatory authority,
针对监管机构拟采取的任何行动， |
in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the company; or
涉及董事与公司相关的任何涉嫌疏忽、违约、违反职责或违反信托的行为；或 |
| | (b) | to enable any such director to avoid incurring such expenditure.
为使任何此类董事避免产生此类支出。[36/2014] |
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Register of director’s and chief executive officer’s shareholdings
董事及首席执行官持股登记册 |
164.—(1) A company must keep a register showing with respect to each director of the company particulars of —
—(1) 公司必须备存一份登记册，载明公司每位董事的以下详情——| (a) | shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he or she has an interest and the nature and extent of that interest;
该公司或关联公司的股份，且该董事为登记持有人或对其享有权益的股份，以及该权益的性质和范围； | | (b) | debentures of or participatory interests made available by the company or a related corporation which are held by the director or in which he or she has an interest and the nature and extent of that interest;
该董事持有或享有权益的公司或关联企业发行的债券或参与性权益，以及该权益的性质和范围； | | (c) | rights or options of the director or of the director and another person or other persons in respect of the acquisition or disposal of shares in the company or a related corporation; and
该董事单独或与他人共同持有的关于收购或处置公司或关联企业股份的权利或期权；以及 | | (d) | contracts to which the director is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company or in a related corporation.
董事作为缔约方或享有权益的合同，即他人有权要求或交付该公司或关联公司股份的合同。[36/2014] |
(1A) A company must keep a register showing with respect to each chief executive officer of the company particulars of —
(1A) 公司必须备存登记册，载明每位公司首席执行官的相关信息，包括——| (a) | shares in that company, being shares of which the chief executive officer is their registered holder or in which he or she has an interest and the nature and extent of that interest;
该公司股份中首席执行官作为登记持有人或拥有权益的股份，以及该权益的性质和范围； | | (b) | debentures of the company which are held by the chief executive officer or in which he or she has an interest and the nature and extent of that interest;
该公司债券中首席执行官持有或拥有权益的部分，以及该权益的性质和范围； | | (c) | rights or options of the chief executive officer or of the chief executive officer and another person or other persons in respect of the acquisition or disposal of shares in the company; and
首席执行官或首席执行官与另一人或其他人关于公司股份收购或处置的权利或期权；以及 | | (d) | contracts to which the chief executive officer is a party or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company.
首席执行官作为缔约方或有权从中受益的合同，即他人有权要求或交付公司股份的合同。[36/2014] |
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(2) A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly‑owned subsidiary of the company or of another corporation.
(2) 公司无需在其登记册中显示与某位董事相关的、属于该公司或另一家公司全资子公司的关联公司股份详情。 |
(3) A company that is a wholly‑owned subsidiary of another company is deemed to have complied with this section in relation to a director or chief executive officer of that other company (whether or not he or she is also a director of that company) if the particulars required by this section to be shown in the registers of the firstmentioned company with respect to the director or chief executive officer (as the case may be) are shown in the registers of the second‑mentioned company.
(3) 若某公司是另一家公司的全资子公司，且该另一家公司登记册中已按本节要求显示了与董事或首席执行官（无论其是否同时担任该公司董事）相关的详情，则视为该公司已就本节规定履行了相关登记义务。[36/2014] |
(4) For the purposes of subsections (2) and (3), a company is a wholly‑owned subsidiary of another company if none of the members of the firstmentioned company is a person other than —
(4) 就第(2)款及第(3)款而言，若某公司除以下主体外无其他成员，则该公司为另一公司的全资附属公司——| (a) | the second‑mentioned company;
该另一公司； | | (b) | a nominee of the second‑mentioned company;
第二所述公司的指定代表； | | (c) | a subsidiary of the second‑mentioned company being a subsidiary none of the members of which is a person other than the second‑mentioned company or a nominee of the second‑mentioned company; or
第二所述公司的子公司，且该子公司成员中除第二所述公司或其指定代表外无其他人士；或 | | (d) | a nominee of such a subsidiary.
该子公司的一名代名人。 |
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(5) A company must, within 3 days after receiving notice from a director or chief executive officer under section 165(1)(a) of this Act or section 133(1)(a), (b), (c), (d) or (e) of the Securities and Futures Act 2001, enter in its register in relation to the director or chief executive officer (as the case may be) the particulars referred to in subsection (1) or (1A) (as the case may be) including the number and description of shares, debentures, participatory interests (if applicable), rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests (if applicable), rights or options acquired or contracts entered into after he or she became a director or chief executive officer (as the case may be) —
(5) 公司必须在收到董事或首席执行官根据本法第 165(1)(a)条或《2001 年证券与期货法》第 133(1)(a)、(b)、(c)、(d)或(e)条发出的通知后 3 日内，就该董事或首席执行官（视情况而定）在其登记册中录入第(1)或(1A)款（视情况而定）所述的详情，包括通知所涉股份、债券、参与性权益（如适用）、权利、期权及合约的数量与说明，以及其成为董事或首席执行官（视情况而定）后所获取的股份、债券、参与性权益（如适用）、权利或期权或所订立的合约——| (a) | the price or other consideration for the transaction (if any) by reason of which an entry is required to be made under this section; and
导致本节要求登记的交易价格或其他对价（如有）；及 | | (b) | the date of — 日期为——| (i) | the agreement for the transaction or, if it is later, the completion of the transaction; or
交易协议签订之日，或（若晚于协议签订日）交易完成之日；或 | | (ii) | where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.
若未发生交易，则因本条款要求记录事项之发生情形。[36/2014] |
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(6) A company must, within 3 days after receiving a notice from a director or chief executive officer (as the case may be) under section 165(1)(b) of this Act or section 133(1)(g) (in respect of a change in the particulars of any matter referred to in section 133(1)(a) to (e)) of the Securities and Futures Act 2001, enter in its register the particulars of the change referred to in the notice.
(6) 公司须在收到董事或首席执行官（视情况而定）根据本法第 165(1)(b)条或《2001 年证券与期货法》第 133(1)(g)条（关于第 133(1)(a)至(e)条所述事项详情变更）发出的通知后 3 日内，将通知所述变更详情载入其登记册。[2/2009; 36/2014] |
(7) A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of or participatory interest made available by the company.
(7) 公司不得因依据本条所作的任何行为，而被视为在任何目的下已获知或应调查某人对于公司股份、债券或所提供参与性权益的权利。 |
(8) A company must, subject to this section, keep its register at the registered office of the company and the register must be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $3 or such lesser sum as the company requires.
(8) 除本条另有规定外，公司须将其登记册存置于公司注册办事处，该登记册应免费供公司成员查阅，其他人士每次查阅则须支付 3 新元或公司规定的较低金额。 |
(9) A person may request a company to furnish the person with a copy of its register or any part thereof on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company must send the copy to that person within 21 days or such longer period as the Registrar thinks fit after the day on which the request is received by the company.
(9) 个人可请求公司提供其登记册或其任何部分的副本，每页或需复印部分需预付 1 新元或公司规定的更低金额，公司须在收到请求后 21 天内或注册官认为适当的更长期限内将副本发送给该人。 |
(10) The Registrar may by written notice require a company to send to the Registrar within such time as may be specified in the notice a copy of its register or any part thereof.
(10) 登记官可通过书面通知要求公司在通知规定的时限内，向其提交公司登记册或其任何部分的副本。 |
(11) A company must produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.
(11) 公司须在每次年度股东大会开始时备置股东名册，并于会议期间保持该名册的开放状态，供所有与会者查阅。 |
(12) It is a defence to a prosecution for failing to comply with subsection (1), (1A) or (5) in respect of particulars relating to a director or chief executive officer if the defendant proves that the failure was due to the failure of the director or chief executive officer to comply with section 165 of this Act, or (as the case may be) section 133 of the Securities and Futures Act 2001 with respect to those particulars.
(12) 若被告能证明未遵守第(1)、(1A)或(5)款关于董事或首席执行官资料的规定，是由于该董事或首席执行官未遵守本法第 165 条或(视情况而定)《2001 年证券与期货法》第 133 条关于该等资料的规定，则可作为不遵守前述条款的免责辩护。[36/2014] |
(13) In this section —
(13) 在本条中——| (a) | a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and
所指参与权益即《2001 年证券期货法》第 2 条所界定集体投资计划中的单位；及 | | (b) | a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest.
提及持有或取得股份、债券或参与性权益或相关权益的人士时，包括指根据期权持有或取得股份、债券或参与性权益或其相关权益的收购或处置权利的人士。 |
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(14) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest.
(14) 为确定某人是否持有债券或参与性权益权益之目的，除第 7 条第(1)款及第(3)款外，该条其余条款均具效力；适用该等条款时，凡提述股份之处均视为提述债券或参与性权益。 |
(15) For the purposes of the application of this section —
(15) 为适用本条之目的——| (a) | a director or chief executive officer of a company is deemed to hold or have an interest or a right in or over any shares or debentures if —
公司董事或首席执行官在以下情况下，视为持有或拥有公司股份或债券的权益或权利——| (i) | a wife or husband of the director or chief executive officer (as the case may be) (not being herself or himself a director or chief executive officer thereof) holds or has an interest or a right in or over any shares or debentures; or
该董事或首席执行官的配偶（如其本人并非公司董事或首席执行官）持有或拥有任何股份或债券的权益或权利；或 | | (ii) | a child of less than 18 years of age of that director or chief executive officer (as the case may be) (not being himself or herself a director or chief executive officer) holds or has an interest in shares or debentures; and
该董事或首席执行官（视情况而定）未满 18 周岁的子女（其本身并非董事或首席执行官）持有或享有股份或债券权益；且 |
| | (b) | any contract, assignment or right of subscription is deemed to have been entered into or exercised or made by, or a grant is deemed as having been made to, the director or chief executive officer (as the case may be) if —
任何合同、转让或认购权若符合以下情形，即视为由该董事或首席执行官（视情况而定）订立、行使或授予——| (i) | the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, the wife or husband of a director or chief executive officer of a company (not being herself or himself a director or chief executive officer thereof); or
该合同、转让或认购权是由公司董事或首席执行官（其本人并非该公司董事或首席执行官）的配偶订立、行使或授予的；或 | | (ii) | the contract, assignment or right of subscription is entered into, exercised or made by, or a grant is made to, a child of less than 18 years of age of a director or chief executive officer of a company (not being himself or herself a director or chief executive officer thereof).
该合同、转让或认购权是由公司董事或首席执行官（其本人并非该公司董事或首席执行官）的未满 18 岁子女订立、行使或授予的。[36/2014] |
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(16) In subsection (15), “child” includes stepson, adopted son, stepdaughter and adopted daughter.
(16) 在第(15)款中，"子女"包括继子、养子、继女和养女。[36/2014] |
(17) If default is made in complying with this section the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.
(17) 若未遵守本节规定，该公司及每位失职的公司高级职员均属犯罪，一经定罪，可处以不超过 15,000 新元的罚款或不超过 3 年的监禁；若属持续犯罪，则定罪后每持续一日可另处 1,000 新元的罚款。 |
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Power to require disclosure of directors’ emoluments
要求披露董事薪酬的权力 |
164A.—(1) If a company is served with a notice sent by or on behalf of —| (a) | at least 10% of the total number of members of the company (excluding the company itself if it is registered as a member); or
该公司至少 10%的成员总数（如公司本身注册为成员则不包括在内）；或 | | (b) | a member or members with at least 5% of the total number of issued shares of the company (excluding treasury shares),
持有公司已发行股份总数至少 5%（不包括库存股）的一名或多名股东， |
requiring the emoluments and other benefits received by the directors of the company or of a subsidiary to be disclosed, the company must —
要求披露公司或其子公司董事所获薪酬及其他福利时，公司必须—— |
| (c) | within 14 days or such longer period as the Registrar may allow, prepare or cause to be prepared and cause to be audited a statement showing the total amount of emoluments and other benefits paid to or received by each of the directors of the company and each director of a subsidiary; including any amount paid by way of salary, for the financial year immediately preceding the service of the notice;
在 14 天内或注册官允许的更长期限内，编制或安排编制并安排审计一份报表，列明公司每位董事及子公司每位董事在前一财务年度内（自通知送达之日起算）所获薪酬及其他福利的总额，包括以薪资形式支付的任何款项； | | (d) | when the statement mentioned in paragraph (c) has been audited, within 14 days send a copy of the statement to all persons entitled to receive notice of general meetings of the company; and
当(c)段所述报表经审计后，应在 14 日内将该报表副本发送给所有有权接收公司股东大会通知的人员；以及 | | (e) | lay the statement before the next general meeting of the company held after the statement is audited.
将经审计后的报表提交至公司下一次股东大会审议。 |
164A.—(1) 若公司收到由以下人士或代表以下人士发送的通知——(2) If default is made in complying with this section, the company and every director of the company shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.
(2) 若未遵守本节规定，该公司及其每位董事均属犯罪，一经定罪，可处以不超过 10,000 元的罚款。 |
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General duty to make disclosure
一般披露义务 |
165.—(1) Every director and chief executive officer of a company must give written notice to the company —
—(1) 公司每位董事及首席执行官必须向公司发出书面通知——| (a) | of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance by the firstmentioned company with section 164 that are applicable in relation to him or her;
为便于前述公司遵守第 164 条规定而需提供的、与其相关的股份、债券、参与权益、权利、期权及合约等事项的详情； | | (b) | of particulars of any change in respect of the particulars referred to in paragraph (a) of which notice has been given to the company including the consideration (if any) received as a result of the event giving rise to the change; and
就第(a)项所述详情发生的任何变更事项（包括导致变更的事件所获对价（如有））已向公司发出通知的详情；及 | | (c) | of such events and matters affecting or relating to himself or herself as are necessary for the purposes of compliance by the company with section 173A that are applicable in relation to him or her.
为便于公司遵守第 173A 条中与其相关的各项规定，董事、首席执行官或秘书须向公司通报影响或涉及自身的必要事项及事件。[36/2014] |
(2) A notice under subsection (1) must be given —
(2) 根据第(1)款发出的通知须符合以下要求——| (a) | in the case of a notice under subsection (1)(a), within 2 business days after —
若为第(1)(a)款所述通知，则应在以下日期后 2 个工作日内——| (i) | the date on which the director became a director or the chief executive officer became a chief executive officer, as the case may be; or
该董事就任董事或该首席执行官就任首席执行官之日（视情况而定）；或 | | (ii) | the date on which the director or chief executive officer (as the case may be) became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts,
董事或首席执行官（视情况而定）成为股份、债券、参与权益、权利、期权或合约的登记持有人或取得相关权益的日期， |
whichever last occurs; and
以最后发生者为准；以及 |
| | (b) | in the case of a notice under subsection (1)(b), within 2 business days after the occurrence of the event giving rise to the change mentioned in that paragraph.
就第(1)(b)款所述通知而言，应在导致该款所述变更的事件发生后 2 个营业日内。[36/2014] |
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(3) A company must, within 7 days after it receives a notice given under subsection (1), send a copy of the notice to each of the other directors or chief executive officers of the company.
(3) 公司在收到根据第(1)款发出的通知后，必须在 7 日内将该通知副本发送给公司其他每位董事或首席执行官。[36/2014] [2014 年第 36 号法案] |
(4) It is a defence to a prosecution for failing to comply with subsection (1)(a) or (b) or with subsection (2) if the defendant proves that his or her failure was due to his or her not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that —
(4) 若被告能证明其未遵守第(1)(a)或(b)款或第(2)款的行为是由于其不知晓构成犯罪所必需存在的事实或事件，且符合以下情形之一，则可作为不履行相关条款的辩护理由：| (a) | he or she was not so aware on the date of the information or summons; or
其在控告状或传票签发当日仍不知晓该事实或事件；或 | | (b) | he or she became so aware less than 7 days before the date of the summons.
他或她在传票发出前不足 7 日内才知悉该事实。 |
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(5) For the purposes of subsection (4), a person is conclusively presumed to have been aware at a particular time of a fact or occurrence —
(5) 就第(4)款而言，在特定时间某人被最终推定已知悉某项事实或事件——| (a) | of which the person would, if the person had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time; or
若该人当时以合理勤勉处理其事务本应知晓的事项；或 | | (b) | of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her master’s or principal’s interest or interests in a share in or a debenture of or participatory interest issued by the company concerned, was aware or would, if he or she had acted with reasonable diligence in the conduct of his or her master’s or principal’s affairs, have been aware at that time.
该人的雇员或代理人（其职责或行为涉及该人作为公司股东、债券持有人或参与权益持有人的利益），若当时以合理勤勉处理其委托人或本人的事务本应知晓的事项。 |
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(6) In this section —
(6) 在本条中——| (a) | a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and
提及参与权益即指《2001 年证券与期货法》第 2 条所定义的集体投资计划中的单位；以及 | | (b) | a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who under an option holds or acquires a right to acquire a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest.
提及持有或取得股份、债券或参与权益或股份、债券或参与权益权益的人，包括指根据期权持有或取得股份、债券或参与权益或股份、债券或参与权益权益权利的人。 |
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(7) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 7, except subsections (1) and (3) thereof, have effect and in applying those provisions a reference to a share is a reference to a debenture or participatory interest.
(7) 为确定某人对债券或参与性权益是否拥有利益（就本条而言），除第 7 条第(1)款和第(3)款外，该条其余规定均适用；在适用这些规定时，凡提及股份之处即视为提及债券或参与性权益。 |
(8) Nothing in section 164 or this section requires a company to enter in its register or requires a director to give notice to the company of matters that are shown in the register kept by the company in accordance with the repealed section 134 as in force immediately before 5 October 1973.
(8) 《公司法》第 164 条或本条之规定，均不要求公司将 1973 年 10 月 5 日前生效的已废止第 134 条所规定公司存置的登记册中已载明的事项记入其登记册，亦不要求董事就此等事项向公司发出通知。 |
(9) Any director or chief executive officer who fails to comply with subsection (1) or (2) or any company that fails to comply with subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $15,000 or to imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.
(9) 任何董事或首席执行官未遵守第(1)款或第(2)款规定，或任何公司未遵守第(3)款规定，即构成犯罪，一经定罪，可处以不超过 15,000 新元的罚款或不超过 3 年的监禁；若属持续犯罪，则定罪后犯罪持续的每一天可另处 1,000 新元的罚款。[36/2014] |
(10) Subsection (1)(a) and (b) does not apply to a person —
(10) 第(1)款(a)和(b)项不适用于以下人士——| (a) | who is a director or chief executive officer of a listed company; and
身为上市公司董事或首席执行官者；及 | | (b) | who is required to make disclosure of the matters referred to in subsection (1)(a) and (b) of this section under section 133 of the Securities and Futures Act 2001.
根据 2001 年《证券期货法》第 133 条规定，须披露本节第(1)款(a)和(b)项所述事项的主体。[2/2009; 36/2014] [2009 年第 2 号法案；2014 年第 36 号法案] |
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166. [Repealed by Act 2 of 2009]
166. [已被 2009 年第 2 号法案废止] |
167. [Repealed by Act 13 of 1987]
167. [已被 1987 年第 13 号法案废止] |
Payments to director for loss of office, etc.
因丧失职位等向董事支付款项 |
168.—(1) It is not lawful —
—(1) 下列行为均属违法 —| (a) | for a company to make to any director any payment by way of compensation for loss of office as an officer of the company or of a subsidiary of the company or as consideration for or in connection with his or her retirement from any such office; or
公司向任何董事支付款项，作为其丧失公司或公司子公司高级职员职位的补偿，或作为其从该等职位退休的对价或与该退休相关；或 | | (b) | for any payment to be made to any director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company,
就向公司任何董事支付与公司全部或部分业务或财产转让相关的款项事宜， |
unless particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company and the proposal has been approved by the company in general meeting and when any such payment has been unlawfully made the amount received by the director is deemed to have been received by him or her in trust for the company.
除非有关拟议付款的详情（包括金额）已向公司成员披露，且该提案已在公司股东大会上获得批准，否则任何此类付款若属非法支付，董事所收款项即视为其以信托方式为公司代持。 |
(1A) The requirement for approval by the company in subsection (1) does not apply in respect of any payment to a director holding a salaried employment or office in the company by way of compensation for termination of employment pursuant to an existing legal obligation arising from an agreement made between the company and the director if —
(1A) 在下述情况下，第(1)款规定的公司批准要求不适用于向持有公司受薪职务的董事支付的、依据公司与董事之间协议产生的既有法律义务而终止雇佣关系的补偿金：| (a) | the amount of the payment does not exceed the total emoluments of the director for the year immediately preceding his or her termination of employment; and
该补偿金额不超过该董事终止雇佣前一年度的总薪酬；且 | | (b) | the particulars with respect to the proposed payment, including the amount thereof, have been disclosed to the members of the company upon or prior to the payment.
拟支付款项的详情（包括金额）已在支付时或支付前向公司股东披露。[36/2014] |
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(1B) For the purposes of subsection (1A) —
(1B) 就第(1A)款而言——| (a) | an existing legal obligation is an obligation of the company, or any corporation which is by virtue of section 6 deemed to be related to the company, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office; and
现有法律义务指公司或根据第 6 条被视为与公司有关联的任何法人实体所承担的义务，且该义务并非因导致离职补偿支付的事件而订立或产生；以及 | | (b) | if paragraph (a) or (b) of that subsection is not complied with, the amount received by the director is deemed to have been received by him or her on trust for the company.
若该款(a)或(b)项未获遵守，董事所收款项应视为其以信托方式为公司代持。[36/2014] |
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(2) Where such a payment is to be made to a director in connection with the transfer to any person, as a result of an offer made to shareholders, of all or any of the shares in the company, that director must take all reasonable steps to secure that particulars with respect to the proposed payment, including the amount thereof, are included in or sent with any notice of the offer made for their shares which is given to any shareholders, unless those particulars are furnished to the shareholders by virtue of any requirement of law relating to take‑over offers or any requirement of the Take‑over Code mentioned in section 139 of the Securities and Futures Act 2001.
(2) 若该等付款是因向股东提出要约而导致公司全部或部分股份转让予任何人时需向董事支付，则该董事必须采取一切合理措施，确保将拟议付款的详情（包括金额）纳入或随同向任何股东发出的股份要约通知一并发送，除非根据有关收购要约的法律规定或《2001 年证券与期货法》第 139 条所述的《收购守则》要求，已向股东提供该等详情。 |
(3) A director who fails to comply with subsection (2) and a person who has been properly required by a director to include in or send with any notice under this section the particulars required by that subsection and who fails to do so shall be guilty of an offence, and if the requirements of that subsection are not complied with any sum received by the director on account of the payment is deemed to have been received by him or her in trust for any person who has sold the person’s shares as a result of the offer made.
(3) 未遵守第(2)款规定的董事，以及经董事正式要求在依据本条发出的通知中纳入或随附该款所要求的详情却未照办者，即属犯罪；若该款要求未获遵守，董事因该付款而收受的任何款项，均视为其以信托形式为因该要约而出售股份者所持有。 |
(4) If in connection with any such transfer the price to be paid to a director of the company whose office is to be abolished or who is to retire from office for any shares in the company held by him or her is in excess of the price which could at the time have been obtained by other holders of the like shares or any valuable consideration is given to any such director, the excess or the money value of the consideration (as the case may be) is for the purposes of this section deemed to have been a payment made to the director by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office.
(4) 若因公司职务撤销或董事退职，该董事就其持有的公司股份所获对价超过同期其他同类股份持有人可获得的价格，或该董事获得任何有价补偿，则超出部分或补偿的货币价值（视情况而定）依本条应视为向该董事支付的离职补偿金，或作为其退职对价或与之相关的款项。 |
As to payments to directors
关于向董事支付的款项 |
(5) Any reference in this section to payments to any director of a company by way of compensation for loss of office or as consideration for or in connection with his or her retirement from office does not include —
(5) 本条中关于向公司董事支付款项作为离职补偿或作为其退休对价或与其退休相关的任何表述，不包括——| (a) | any payment under an agreement entered into before 1 January 1967;
1967 年 1 月 1 日前签订协议项下的任何付款； | | (b) | any payment under an agreement particulars of which have been disclosed to and approved by special resolution of the company;
已向公司披露详情并经公司特别决议批准的协议项下的任何付款； | | (c) | any bona fide payment by way of damages for breach of contract;
因违约而作出的真实善意损害赔偿付款； | | (d) | any bona fide payment by way of pension or lump sum payment in respect of past services, including any superannuation or retiring allowance, superannuation gratuity or similar payment, where the value or amount of the pension or payment, except insofar as it is attributable to contributions made by the director, does not exceed the total emoluments of the director in the 3 years immediately preceding his or her retirement or death; or
任何真实善意的养老金或一次性付款（用于酬谢过去提供的服务），包括任何退休金、退休津贴、退休酬金或类似付款，只要该养老金或付款的价值或金额（除可归因于董事所缴供款的部分外）不超过该董事退休或去世前 3 年内的总薪酬；或 | | (e) | any payment to a director pursuant to an agreement made between the company and him or her before he or she became a director of the company as the consideration or part of the consideration for the director agreeing to serve the company as a director.
根据公司与其成为董事前达成的协议，向该董事支付的任何款项，作为该董事同意担任公司董事的对价或部分对价。 |
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(6) This section is in addition to and not in derogation of any rule of law requiring disclosure to be made with respect to any such payments or any other like payment.
(6) 本条是对任何要求披露此类付款或其他类似付款的法律规则的补充，而非减损。 |
(7) In this section, “director” includes any person who has at any time been a director of the company or of a corporation which is by virtue of section 6 deemed to be related to the company.
(7) 在本条中，"董事"包括曾担任公司董事或根据第 6 条被视为与公司有关联的法人董事的任何人士。 |
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Provision and improvement of director’s emoluments
董事薪酬的提供与调整 |
169.—(1) A company must not at any meeting or otherwise provide emoluments or improve emoluments for a director of a company in respect of his or her office as such unless the provision is approved by a resolution that is not related to other matters and any resolution passed in breach of this section is void.
第一百六十九条 (1) 公司不得在任何会议或其他场合为公司董事提供与其职务相关的薪酬或提高其薪酬，除非该薪酬安排已通过不涉及其他事项的专项决议批准；凡违反本条通过的决议均属无效。(2) In this section, “emoluments” in relation to a director includes fees and percentages, any sums paid by way of expenses allowance insofar as those sums are charged to income tax in Singapore, any contribution paid in respect of a director under any pension scheme and any benefits received by him or her otherwise than in cash in respect of his or her services as director.
(2) 本条中"薪酬"就董事而言包括：酬金与提成、以费用津贴形式支付且在新加坡计入所得税的任何款项、根据养老金计划为董事支付的供款、以及董事以非现金形式获取的与其董事服务相关的任何福利。 |
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170. [Repealed by Act 36 of 2014]
第一百七十条 [根据 2014 年第 36 号法案废止] |
171.—(1) Every company must have one or more secretaries each of whom must be a natural person who has his or her principal or only place of residence in Singapore and who is not debarred under section 155B from acting as secretary of the company.
—(1) 每家公司必须设有一名或多名秘书，每位秘书必须是自然人，其主要或唯一居住地在新加坡，且未根据第 155B 条被禁止担任公司秘书。[36/2014] (1A) It is the duty of the directors of a company to take all reasonable steps to secure that each secretary of the company is a person who appears to them to have the requisite knowledge and experience to discharge the functions of secretary of the company.
(1A) 公司董事有责任采取一切合理措施，确保公司每位秘书在他们看来具备履行公司秘书职能所需的知识和经验。 |
(1AA) In addition, it is the duty of the directors of a public company to take all reasonable steps to secure that each secretary of the company is a person who —
(1AA) 此外，上市公司董事还有责任采取一切合理措施，确保公司每位秘书符合以下条件——| (a) | on 15 May 1987 held the office of secretary in that company and continued to hold that office on 15 May 2003; or
在 1987 年 5 月 15 日担任该公司秘书职务，并持续任职至 2003 年 5 月 15 日；或 | | (b) | satisfies such requirements relating to experience, professional and academic requirements and membership of professional associations, as may be prescribed.
符合规定的相关经验、专业与学历要求以及专业协会会员资格等条件。[36/2014] |
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(1AB) The Registrar may require a private company to appoint a person who satisfies subsection (1AA)(b) as its secretary if the Registrar is satisfied that the company has failed to comply with any provision of this Act with respect to the keeping of any register or other record.
(1AB) 若登记官确认某私人公司未遵守本法关于任何登记册或其他记录的保存规定，可要求该公司任命符合第(1AA)(b)款规定条件的人士担任秘书。[36/2014] [2014 年第 36 号法案] |
(1B) Any person who is appointed by the directors of a company as a secretary must, at the time of his or her appointment, by himself or herself or through a registered qualified individual authorised by him or her, file with the Registrar a declaration in the prescribed form that he or she consents to act as secretary and providing the prescribed particulars.
(1B) 被公司董事任命为秘书者，须在任命时亲自或通过其授权的注册合格人士，向登记官提交规定格式的声明，表明其同意担任秘书职务并提供规定的详细信息。[36/2014] |
(1C) A person to whom subsection (1AA)(a) applies who, after 15 May 1987, becomes a secretary of another company and is not qualified to act as secretary under subsection (1AA)(b) is not to be regarded as being a person who is qualified to discharge the functions of secretary under this subsection.
(1C) 凡适用第(1AA)(a)款规定之人，若在 1987 年 5 月 15 日后成为另一家公司秘书且不符合第(1AA)(b)款规定的秘书任职资格，则不得被视为具备本款规定之秘书履职资格。[36/2014] |
(1D) In this section and sections 173 to 173I, “secretary” includes an assistant or deputy secretary.
(1D) 在本条及第 173 至 173I 条中，"秘书"一词包含助理秘书或副秘书。[36/2014] |
(1E) Where a director is the sole director of a company, he or she must not act or be appointed as the secretary of the company.
(1E) 若某董事为公司的唯一董事，则该董事不得担任或受委任为公司秘书。 |
(2) Subsection (1) does not operate to prevent a corporation which was acting as the secretary of a company immediately before 29 December 1967 from continuing to act as secretary of that company for a period of 12 months after that date.
(2) 第(1)款之规定不影响在 1967 年 12 月 29 日前已担任公司秘书的法人团体，在该日期后继续担任该公司秘书职务 12 个月。 |
(3) The secretary or secretaries are to be appointed by the directors and at least one of those secretaries must be present at the registered office of the company by himself or herself or his or her agent or clerk on the days and at the hours during which the registered office is to be accessible to the public.
(3) 秘书应由董事委任，且至少一名秘书本人或其代理人、办事员须在公司注册办公地址对外开放的日期与时段内驻守。 |
(3A) Despite subsection (3), a secretary or his or her agent or clerk of a private company need not be physically present at the registered office during the times specified in that subsection if a secretary or his or her agent or clerk of the private company is readily contactable by a person at the registered office by telephone or other means of instantaneous communication during those times.
(3A) 虽有第(3)款规定，私人公司的秘书或其代理人、办事员无需在该款规定的时段内亲临注册办公地址，但须确保在该时段内，人员可通过电话或其他即时通讯方式与秘书或其代理人、办事员取得联系。[36/2014] |
(4) Subject to subsection (4A), anything required or authorised to be done by or in relation to the secretary may, if the office is vacant or for any other reason the secretary is not capable of acting, be done by or in relation to any assistant or deputy secretary or, if there is no assistant or deputy secretary capable of acting, by or in relation to any officer of the company authorised generally or specially in that behalf by the directors.
(4) 在遵守第(4A)款的前提下，若秘书职位空缺或因其他原因秘书无法履职，则任何需由秘书执行或与秘书相关的事务，可由助理或副秘书代为处理；若无具备履职能力的助理或副秘书，则可由公司董事一般或特别授权的任何高级职员代为处理。 |
(4A) The office of secretary must not be left vacant for more than 6 months at any one time.
(4A) 公司秘书职位在任何时候空缺不得超过 6 个月。 |
(5) A provision requiring or authorising a thing to be done by or in relation to a director and the secretary is not satisfied by its being done by or in relation to the same person acting both as director and as, or in place of, the secretary.
(5) 若某条款要求或授权某项事务须由董事及秘书共同处理或与之相关处理，则不得因同一人同时担任董事及秘书（或代理秘书）职务而视为已满足该条款要求。 |
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Provision protecting officers from liability
关于免除高级职员责任的条款 |
| 172.—(1) Any provision that purports to exempt an officer of a company (to any extent) from any liability that would otherwise attach to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. [36/2014] [2014 年第 36 号法案]
172.—(1) 任何旨在免除公司高级职员（全部或部分）因涉及公司的过失、失职、违反职责或违反信托行为所应承担责任的条款均属无效。(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for an officer of the company against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void, except as permitted by section 172A or 172B.
(2) 任何条款若规定公司直接或间接（以任何程度）为公司高级职员就其因涉及公司的过失、违约、违反职责或违反信托而招致的责任提供赔偿，均属无效，但根据第 172A 条或第 172B 条允许者除外。[36/2014] [2014 年第 36 号法案] |
(3) This section applies to any provision, whether contained in a company’s constitution or in any contract with the company or otherwise.
(3) 本条适用于任何条款，不论其载于公司章程、与公司订立的合约或其他文件中。[36/2014] |
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| Provision of insurance 保险提供 |
172A. Section 172(2) does not prevent a company from purchasing and maintaining for an officer of the company insurance against any such liability mentioned in that subsection.
第 172A 条 第 172(2)款并不妨碍公司为高级职员购买及维持保险，以承保该款所述的任何此类责任。[36/2014] [2014 年第 36 号法案] |
| Third party indemnity 第三方赔偿 |
172B.—(1) Section 172(2) does not apply where the provision for indemnity is against liability incurred by the officer to a person other than the company, except when the indemnity is against —| (a) | any liability of the officer to pay —
该高级职员需承担的以下债务：| (i) | a fine in criminal proceedings; or
刑事诉讼中的罚款；或 | | (ii) | a sum payable to a regulatory authority by way of a penalty in respect of non‑compliance with any requirement of a regulatory nature (however arising); or
应向监管机构支付的因违反任何监管性质要求（无论何种原因）而产生的罚款款项；或 |
| | (b) | any liability incurred by the officer —
该高级职员所招致的任何责任——| (i) | in defending criminal proceedings in which he or she is convicted;
在针对其被定罪的刑事诉讼中进行辩护； | | (ii) | in defending civil proceedings brought by the company or a related company in which judgment is given against him or her; or
在由公司或关联公司提起的民事诉讼中进行辩护，且判决结果对其不利；或 | | (iii) | in connection with an application for relief referred to in subsection (4) in which the court refuses to grant him or her relief.
与法院拒绝给予其第(4)款所述救济的申请有关。[36/2014] |
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172B.—(1) 当赔偿条款涉及高级职员对公司以外人员所负债务时，第 172(2)条不适用，除非该赔偿涉及——(2) The references in subsection (1)(b) to a conviction, judgment or refusal of relief are references to the final decision in the proceedings.
(2) 第(1)(b)款中关于定罪、判决或拒绝救济的指称，系指诉讼中的最终决定。[36/2014] [2014 年第 36 号法案] |
(3) For the purposes of subsection (2) —
(3) 就第(2)款而言——| (a) | a conviction, judgment or refusal of relief becomes final —
判决、裁决或救济拒绝成为终局性决定——| (i) | if it is not appealed against — at the end of the period for bringing an appeal; or
如未提出上诉——在上诉期限届满时；或 | | (ii) | if it is appealed against — at the time when the appeal (or any further appeal) is disposed of; and
如已提出上诉——在上诉（或任何进一步上诉）处理完毕时；且 |
| | (b) | an appeal (or further appeal) is disposed of —
上诉（或进一步上诉）处理完毕——| (i) | if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or
若上诉已裁决且无进一步上诉权，或虽有进一步上诉权但提出进一步上诉的期限已届满；或 | | (ii) | if it is abandoned or otherwise ceases to have effect.
若被放弃或以其他方式失效。[36/2014] |
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(4) The reference in subsection (1)(b)(iii) to an application for relief is to an application for relief under section 76A(13) or 391.
(4) 第(1)(b)(iii)款中提及的救济申请，是指根据第 76A(13)条或第 391 条提出的救济申请。[36/2014] |
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Registers of directors, chief executive officers, secretaries and auditors
董事、首席执行官、秘书及审计师的登记册 |
173.—(1) The Registrar must, in respect of each company, keep a register of the company’s —
—(1) 登记官须为每家公司备存下列人员的登记册——| (a) | directors; 董事； | | (b) | chief executive officers;
首席执行官； | | (c) | secretaries; and 秘书；及 | | (d) | auditors (if any). 审计师（如有）。 [36/2014] |
(2) The register under subsection (1) is to be kept in such form as the Registrar may determine.
(2) 根据第(1)款设立的登记册，须以注册官规定的形式保存。[36/2014] |
(3) Subject to subsection (4), the register of a company’s directors must contain the following information in respect of each director of the company:
(3) 在遵守第(4)款的前提下，公司董事登记册须载明每位董事的下列信息：| (a) | full name and any former name;
全名及曾用名； | | (b) | residential address; 居住地址； [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] | | (ba) | contact address; 联系地址; [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] | | (c) | nationality; 国籍; | | (d) | identification; 身份证明; | | (e) | date of appointment; 任命日期； | | (f) | date of cessation of appointment.
任命终止日期。[36/2014] |
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(4) The Registrar need only keep any former name of a director in the register of the company for a period of 5 years from the date on which the name was furnished to the Registrar.
(4) 对于董事曾用名，登记官只需自该名称提交登记官之日起，在公司登记册中保留 5 年期限。[36/2014] |
(5) The register of a company’s chief executive officers must contain the following information in respect of each chief executive officer of the company:
(5) 公司首席执行官登记册必须包含每位首席执行官的下列信息：| (a) | full name; 全名； | | (b) | residential address; 居住地址； [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法令，自 2024 年 12 月 9 日起生效] | | (ba) | contact address; 联系地址； [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] | | (c) | nationality; 国籍； | | (d) | identification; 身份证明； | | (e) | date of appointment; 任命日期； | | (f) | date of cessation of appointment.
终止任命日期。[36/2014] |
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(6) The register of a company’s secretaries must contain the following information in respect of each secretary of the company:
(6) 公司秘书登记册必须包含每位公司秘书的下列信息：| (a) | full name; 全名； | | (b) | residential address; 居住地址； [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] | | (ba) | contact address; 联系地址； [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] | | (c) | identification; 身份证明； | | (d) | date of appointment; 任命日期； | | (e) | date of cessation of appointment.
任命终止日期。[36/2014] |
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(7) The register of a company’s auditors must contain the following information in respect of each auditor of the company:
(7) 公司审计师名册须载明每位审计师的下列信息：| (a) | full name; 全名； | | (b) | an address at which the auditors may be contacted;
可联系审计师的地址； | | (c) | identification, if any; 身份识别编号（如有）； | | (d) | date of appointment; 任命日期； | | (e) | date of cessation of appointment.
任命终止日期。[36/2014] |
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(8) An entry in the register of directors, register of chief executive officers, register of secretaries and register of auditors required to be kept by the Registrar under this section, is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the respective register.
(8) 根据本节规定由登记官保存的董事名册、首席执行官名册、秘书名册及审计师名册中的记录，对于本法要求或授权在各名册中记载事项的真实性，具有初步证据效力。[36/2014] |
(9) A certificate of the Registrar setting out any of the particulars required to be entered or inserted in the register of directors, register of chief executive officers, register of secretaries or register of auditors required to be kept by the Registrar under this section shall in all courts and before all persons and bodies authorised by law to receive evidence be received as prima facie evidence of the entry of such particulars in the respective register.
(9) 由登记官出具、载明根据本节规定需由登记官保存的董事名册、首席执行官名册、秘书名册或审计师名册中应登记或记载的任何事项的证明书，在所有法院及经法律授权接收证据的所有人员与机构面前，均应作为各名册中已登记该事项的初步证据予以采信。[36/2014] |
(10) A certificate of the Registrar stating that, at the time specified in the certificate, a person was named as director, chief executive officer, secretary or auditor of the company in the register of directors, register of chief executive officers, register of secretaries or register of auditors (as the case may be) shall in all courts and before all persons and bodies authorised by law be received as prima facie evidence of the fact, until by a notification of change given to the Registrar it appears that the person has ceased to be or becomes disqualified to act as such a director, chief executive officer, secretary or auditor, as the case may be.
(10) 注册官出具的证明书若载明在指定时间某人在董事名册、首席执行官名册、秘书名册或审计师名册（视情况而定）中被登记为公司董事、首席执行官、秘书或审计师，则该证明书在所有法院及依法授权的机构和个人面前均应被视为初步证据，直至向注册官提交变更通知显示该人员已终止任职或丧失相应资格为止。[36/2014] [2014 年第 36 号法案] |
(11) For the purposes of this section, a director includes an alternate, a substitute or a local director.
(11) 就本条而言，"董事"包括候补董事、替代董事及本地董事。[Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案自 2024 年 12 月 9 日起生效] |
(12) [Deleted by Act 21 of 2024 wef 09/12/2024]
(12) [由 2024 年第 21 号法案删除，自 2024 年 12 月 9 日起生效] |
(13) [Deleted by Act 21 of 2024 wef 09/12/2024]
(13) [由 2024 年第 21 号法案删除，自 2024 年 12 月 9 日起生效] |
(14) Any document required to be served under this Act on any person who is a director, chief executive officer or secretary is sufficiently served if addressed to the person and left at or sent by post to his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under this section.
(14) 根据本法规定需送达董事、首席执行官或秘书的任何文件，若按该人员在董事名册、首席执行官名册或秘书名册（视情况而定）中向注册官登记的住址或联系地址投递或邮寄，即视为有效送达。[36/2014] [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] |
(15) Any document required to be served under this Act on a person who is for the time being an auditor of a company is sufficiently served if addressed to the person and left at or sent by post to the address which is entered in the register of auditors kept by the Registrar under this section.
(15) 根据本法规定需送达公司现任审计人员的文件，若注明该人员姓名并留置或邮寄至本节规定由注册官保存的审计师登记册所载地址，即视为已有效送达。[36/2014] |
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Duty of company to provide information on directors, chief executive officers, secretaries and auditors
公司提供董事、首席执行官、秘书及审计师信息的义务 |
173A.—(1) A company must by notice furnish to the Registrar —| (a) | within 14 days after a person becomes a director, chief executive officer, secretary or auditor, the information required under section 173(3), (5), (6) or (7), as the case may be; and
在某人成为董事、首席执行官、秘书或审计师后的 14 天内，根据第 173 条第(3)、(5)、(6)或(7)款（视情况而定）要求提供的信息；以及 | | (b) | within 14 days after any change in —
在发生以下变更后的 14 天内——| (i) | the appointment of any director, chief executive officer, secretary or auditor; or
任命任何董事、首席执行官、秘书或审计师；或 | | (ii) | any information required to be contained in the registers of directors, chief executive officers, secretaries and auditors referred to in section 173(3), (5), (6) or (7).
第 173 条第(3)、(5)、(6)或(7)款所述董事、首席执行官、秘书及审计师登记册中要求载明的任何信息。[36/2014] |
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173A.—(1) 公司必须通过通知向登记官提供——(2) [Deleted by Act 21 of 2024 wef 09/12/2024]
(2) [由 2024 年第 21 号法案删除，自 2024 年 12 月 9 日起生效] |
(3) The information to be furnished to the Registrar under subsection (1) must be given in a notice in such form as may be prescribed or, if not prescribed, in such form as the Registrar may determine.
(3) 根据第(1)款向注册官提供的信息，须以规定的表格形式提交通知；如未作规定，则按注册官确定的表格形式提交。[36/2014] |
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Duty of directors, chief executive officers, secretaries and auditors to provide information to company
董事、首席执行官、秘书及审计师向公司提供信息的义务 |
173B.—(1) A director, a chief executive officer, a secretary or an auditor (as the case may be) must give the company —| (a) | any information the company needs to comply with section 173A(1)(a) as soon as practicable but not later than 14 days after his or her initial appointment unless he or she has previously given the information to the company in writing; and
公司为遵守第 173A(1)(a)条所需之任何信息，应尽快提供且不得迟于其首次任命后 14 天，除非其已事先以书面形式向公司提供该等信息；及 | | (b) | any information the company needs to comply with section 173A(1)(b) as soon as practicable but not later than 14 days after any change to the information referred to in section 173(3), (5), (6) and (7).
公司为遵守第 173A(1)(b)条所需的信息，应在切实可行范围内尽快提供，但不得迟于第 173(3)、(5)、(6)及(7)条所述信息发生任何变更后的 14 天。[36/2014] |
第 173B 条.—(1) 董事、首席执行官、秘书或审计师（视情况而定）必须向公司提供——(2) Despite subsection (1), a director, a chief executive officer, a secretary or an auditor (as the case may be) must, subject to subsection (3), provide any information referred to in section 173(3), (5), (6) or (7) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost.
(2) 尽管有第(1)款规定，董事、首席执行官、秘书或审计师（视情况而定）在遵守第(3)款的前提下，必须提供第 173(3)、(5)、(6)或(7)条所述的任何信息，以便公司能够确认其对该等信息的记录或在原始信息记录已损毁或丢失时恢复其信息记录。[36/2014] |
(3) The director, chief executive officer, secretary or auditor (as the case may be) mentioned in subsection (2) must furnish the information to the company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company.
(3) 第(2)款所述董事、首席执行官、秘书或审计师（视情况而定）须在收到公司书面请求后，于切实可行范围内尽快但不迟于 14 日内向公司提供相关信息。[36/2014] |
(4) [Deleted by Act 21 of 2024 wef 09/12/2024]
(4) [由 2024 年第 21 号法案删除，自 2024 年 12 月 9 日起生效] |
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Duty of company to keep consents of directors and secretaries
公司保存董事及秘书同意书的义务 |
173C. Every company must keep at its registered office —
173C. 每家公司必须在其注册办事处保存以下资料——| (a) | in respect of each director —
关于每位董事的——| (i) | a signed copy of his or her consent to act as director;
一份同意担任董事的签署副本； | | (ii) | a statement that he or she is not disqualified to act as director under this Act or under any other written law; and
一份声明，表明其未被本法或其他成文法取消担任董事的资格；以及 | | (iii) | documentary evidence (if any) of any change in his or her name; and
姓名变更的书面证明（如有）；以及 |
| | (b) | in respect of a secretary, a signed copy of his or her consent to act as secretary.
关于公司秘书，需提交其同意担任秘书职务的签署文件副本。[36/2014] [2014 年第 36 号法案] |
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Saving and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors before 3 January 2016
2016 年 1 月 3 日前现有董事、首席执行官、秘书及审计师资料的保留与过渡条款 |
173D.—(1) In the case of a company incorporated before 3 January 2016 the name and particulars of the persons who were lodged with the Registrar as a director, a secretary or an auditor of the company under section 173 in force immediately before that date, must be entered in the company’s register of directors, register of secretaries or register of auditors (whichever may be applicable) referred to in section 173, until a notification of any change to the information referred to in section 173(3), (6) or (7) is received by the Registrar under section 173A(1)(b
173D.—(1) 对于 2016 年 1 月 3 日前成立的公司，在该日期前根据当时有效的第 173 条向注册官申报作为公司董事、秘书或审计师的人员姓名及资料，应继续录入该公司第 173 条所指的董事登记册、秘书登记册或审计师登记册（视情况适用），直至注册官根据第 173A(1)(b)条收到第 173(3)、(6)或(7)条所述信息的变更通知为止。).[36/2014] (2) Where a company mentioned in subsection (1) has lodged the name and particulars of one or more managers with the Registrar as a manager or managers (as the case may be) of the company under section 173 in force immediately before 3 January 2016, the name and particulars of the manager or managers (as the case may be) must be entered in the company’s register of chief executive officers referred to in section 173, until a notification of any change in the information referred to in section 173(5) is received by the Registrar under section 173A(1)(b).
(2) 若第(1)款所述公司已根据 2016 年 1 月 3 日前生效的第 173 条向注册官提交一名或多名经理的姓名及详情作为该公司经理（视情况而定），则该经理或经理们（视情况而定）的姓名及详情必须录入第 173 条所指的公司首席执行官登记册，直至注册官根据第 173A(1)(b)条收到第 173(5)条所述信息的任何变更通知为止。[36/2014] [2014 年第 36 号法案] |
(3) For the purposes of subsections (1) and (2) —
(3) 就第(1)及(2)款而言——| (a) | the address lodged with the Registrar in respect of any director or secretary under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address;
根据 2016 年 1 月 3 日前生效的第 173 条向注册官提交的任何董事或秘书的地址，必须登记为其居住地址； | | (b) | the address lodged with the Registrar in respect of any manager under section 173 in force immediately before 3 January 2016 must be entered as his or her residential address in his or her capacity as chief executive officer of the company; and
在 2016 年 1 月 3 日前依据第 173 条向登记官提交的任何经理的地址，必须作为其以公司首席执行官身份登记的个人住址；以及 | | (c) | the address lodged with the Registrar in respect of any auditor under section 173 in force immediately before 3 January 2016, must be entered as the auditor’s address.
在 2016 年 1 月 3 日前依据第 173 条向登记官提交的任何审计师的地址，必须作为该审计师的登记地址。[36/2014] [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] |
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Self‑notification in certain circumstances
特定情况下的自我申报 |
173E.—(1) A director who ceases to qualify to act as director by virtue of section 148 or 155 —| (a) | must, without affecting section 165(1)(c), notify the company of his or her disqualification as soon as practicable but not later than 14 days after the disqualification; and
在不影响第 165(1)(c)条效力的前提下，必须尽快（最迟不超过丧失资格后 14 日）将其丧失资格的情况通知公司；且 | | (b) | may give the notice referred to in section 173A(1)(b) to the Registrar if the director has reasonable cause to believe that the company will not do so.
若董事有合理理由认为公司不会发出第 173A(1)(b)条所述通知，该董事可向注册官发出该通知。[36/2014] |
173E.—(1) 因第 148 条或第 155 条规定而丧失董事任职资格的董事——(2) A director who resigns from office and who has given notice of his or her resignation to the company, or a director who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the Registrar if the director has reasonable cause to believe that the company will not do so.
(2) 已向公司提交辞职通知的辞职董事、或被免职或退休的董事，若其有合理理由认为公司不会发出第 173A(1)(b)条所述通知，可向注册官发出该通知。[36/2014] |
(3) A secretary who resigns from office and who has given notice of his or her resignation to the company, or a secretary who is removed or retires from office, may give the notice referred to in section 173A(1)(b) to the Registrar if the secretary has reasonable cause to believe that the company will not do so.
(3) 若公司秘书辞职并向公司发出辞职通知，或被免职或退休，且有合理理由认为公司不会根据第 173A(1)(b)条规定发出通知，则该秘书可自行向登记官提交该通知。[36/2014] [2014 年第 36 号法案] |
(4) A director, chief executive officer or secretary who has changed his or her residential address or contact address (as the case may be) which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173, or an auditor who has changed the auditor’s address which is entered in the register of auditors kept by the Registrar under section 173, may give the notice referred to in section 173A(1)(b) to the Registrar if he or she has reasonable cause to believe that the company will not do so.
(4) 若董事、首席执行官或秘书变更了登记官根据第 173 条保存的董事名册、首席执行官名册或秘书名册中记载的居住地址或联系地址（视情况而定），或审计师变更了登记官根据第 173 条保存的审计师名册中记载的地址，且有合理理由认为公司不会根据第 173A(1)(b)条规定发出通知，则该人员可自行向登记官提交该通知。[36/2014] [2014 年第 36 号法案] [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] |
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Amendment of register by Registrar to indicate death or disqualification
登记官对名册的修改以注明死亡或取消资格 |
173F.—(1) Where the Registrar has reasonable cause to believe that a director of a company has been disqualified, under or by virtue of section 148, 149, 149A, 154, 155, 155A, 155C or 155D —| (a) | from being a director of the company; or
不得担任公司董事；或 | | (b) | from acting as a director of the company,
不得担任公司董事职务， |
the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has been disqualified from being or acting as a director (as the case may be) by virtue of that fact.
注册官可主动修改其根据第 173 条保存的公司董事登记册，以注明该人员因上述事实而被取消担任或履行董事资格（视情况而定）。 |
[Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案 自 2024 年 12 月 9 日起生效]
173F.—(1) 当登记官有合理理由认为某公司董事已根据第 148、149、149A、154、155、155A、155C 或 155 条规定被取消资格时——(1A) Where the Registrar has reasonable cause to believe that a director of a company is dead, the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a director by virtue of that fact.
(1A) 若登记官有合理理由相信某公司董事已去世，可主动修改其根据第 173 条保存的该公司董事登记册，注明该人士因该事实已不再担任董事。[Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案 自 2024 年 12 月 9 日起生效] |
(2) Where the Registrar has reasonable cause to believe that a chief executive officer of a company is dead, the Registrar may on his or her own initiative amend the register of chief executive officers of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a chief executive officer of the company by virtue of that fact.
(2) 若登记官有合理理由相信某公司首席执行官已去世，可主动修改其根据第 173 条保存的该公司首席执行官登记册，注明该人士因该事实已不再担任该公司首席执行官。[36/2014] |
(3) Where the Registrar has reasonable cause to believe that a secretary of a company is dead, the Registrar may on his or her own initiative amend the register of secretaries of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a secretary of the company by virtue of that fact.
(3) 若登记官有合理理由相信某公司秘书已去世，可主动依据第 173 条修正其保管的公司秘书登记册，注明该人员因死亡事实已终止担任公司秘书职务。[36/2014] |
(4) Where the Registrar has reasonable cause to believe that the auditor of a company —
(4) 若登记官有合理理由认为公司审计师存在以下情形——| (a) | has had its registration as an accounting entity suspended or removed; or
其会计实体注册资格已被暂停或撤销；或 | | (b) | being an individual is dead,
作为自然人已死亡， |
the Registrar may on his or her own initiative amend the register of auditors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be an auditor of the company by virtue of that fact.
注册官可主动依据第 173 条修改其保管的公司审计师名册，注明该人员因上述事实已不再担任公司审计师。 |
[36/2014] |
(5) Where the Registrar has reasonable cause to believe that he or she has made an amendment to the relevant register under subsection (1), (1A), (2), (3) or (4) under a mistaken belief that a director, a chief executive officer, a secretary or an auditor (as the case may be) of a company has ceased to be a director, a chief executive officer, a secretary or an auditor (as the case may be) of the company, the Registrar may on his or her own initiative amend the register of directors, register of chief executive officers, register of secretaries or register of auditors to restore the name of the person in such register.
(5) 若注册官有合理理由认为其根据第(1)、(1A)、(2)、(3)或(4)款对相关名册作出的修改，系误以为某公司董事、首席执行官、秘书或审计师（视情况而定）已不再担任相应职务，注册官可主动修改董事名册、首席执行官名册、秘书名册或审计师名册，恢复该人员姓名于相应名册中。[36/2014] [Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] |
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Transitional provision on keeping of contact address and residential address of director, chief executive officer or secretary
关于董事、首席执行官或秘书联系地址及居住地址保存的过渡条款 |
173G. 第 173G 条—(1) Where, immediately before the commencement date, there is an alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries, respectively, of any company, the Registrar must, as from that date, cause —
—(1) 凡在生效日期前，任何公司的董事名册、首席执行官名册或秘书名册中已分别登记某董事、首席执行官或秘书的替代地址，则自该日起，登记官必须——| (a) | the alternate address to be kept as the contact address of the director, chief executive officer or secretary in that register, instead of as the alternate address of that director, chief executive officer or secretary, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date; and
将该替代地址作为该董事、首席执行官或秘书的联系地址（而非替代地址）继续保留于相关名册中，直至根据会计与企业管制局管理的任何法令，在该日或之后提交有关该人士联系地址变更的通知；及 | | (b) | that contact address to be made available for public inspection and access under section 12(2)(c) as the address of that director, chief executive officer or secretary.
依据第 12(2)(c)条规定，将该联系地址作为该董事、首席执行官或秘书的地址提供公众查阅与获取。 |
(2) Where, immediately before the commencement date —
(2) 在生效日期前即刻——| (a) | there is no alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of a company kept by the Registrar under section 173(1)(a), (b) or (c), respectively; and
董事、首席执行官或秘书的替代地址未分别登记于董事名册、首席执行官名册或秘书名册（视情况而定），且该名册由注册官根据第 173(1)(a)、(b)或(c)条保存； | | (b) | the residential address of the director, chief executive officer or secretary is entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of the company,
董事、首席执行官或秘书的住址已登记于公司的董事名册、首席执行官名册或秘书名册（视情况而定）中， |
the Registrar must, as from the commencement date, cause —
自生效之日起，登记官须负责—— |
| (c) | the residential address to be kept as the contact address of that director, chief executive officer or secretary in that register until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date, in addition to being kept as the residential address of that director, chief executive officer or secretary; and
该住宅地址除作为该董事、首席执行官或秘书的住址外，还应作为其联系地址保留在登记册中，直至根据新加坡会计与企业管理局管理的任何法案在该日期或之后提交变更联系地址的通知为止；以及 | | (d) | the contact address to be made available for public inspection and access under section 12(2)(c) as the address of that director, chief executive officer or secretary.
该联系地址应根据第 12(2)(c)条规定作为该董事、首席执行官或秘书的地址向公众开放查阅。 |
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(3) Where — (3) 在下列情况下——| (a) | before the commencement date, the residential address of a director, chief executive officer or secretary of a company (called in this subsection the individual) has been entered in the register of directors, register of chief executive officers or register of secretaries, of the company; and
在生效日期前，公司董事、首席执行官或秘书（本款中称为"该人士"）的住址已被录入公司董事名册、首席执行官名册或秘书名册；且 | | (b) | on the commencement date, those registers do not show that the individual holds any of the positions mentioned in paragraph (a) in the same company,
在生效日期时，上述名册未显示该人士在同一公司担任第(a)项所述的任何职务， |
the Registrar must, as from the commencement date, cause the individual’s residential address to be excluded from public inspection or access of that register of that company under section 12(2)(c).
自生效日起，注册官必须根据第 12(2)(c)条规定，将该个人住址从该公司登记册的公开查阅或获取范围中予以排除。 |
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(4) Subsection (5) applies to a notice or information required to be furnished or given under section 173A or 173B (as the case may be) relating to an appointment or change in the appointment of a director, chief executive officer or secretary of a company which occurred before the commencement date.
(4) 第(5)款适用于根据第 173A 条或第 173B 条（视情况而定）要求提交的关于生效日前发生的公司董事、首席执行官或秘书任命或变更的通知或信息。 |
(5) Where the notice or information mentioned in subsection (4) is furnished or given on or after the commencement date, the notice or information must provide the information required under section 173 as in force when the notice or information is furnished or given, despite the appointment or the change in the appointment having occurred before the commencement date.
(5) 若第(4)款所述通知或信息于生效日或之后提交，则该通知或信息必须按照提交时现行有效的第 173 条规定提供所需信息，即使相关任命或变更发生在生效日之前。 |
(6) In this section, “commencement date” means the date of commencement of section 40 of the ACRA (Registry and Regulatory Enhancements) Act 2024.
(6) 本条中，"生效日"指《2024 年 ACRA（注册与监管强化）法案》第 40 条的生效日期。[Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] |
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Penalty for breach under sections 173, 173A, 173B and 173C
违反第 173、173A、173B 及 173C 条的处罚 |
| 173H.—(1) If default is made by a company in section 173A(1) or 173C, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014]
173H.—(1) 若公司未遵守第 173A(1)或 173C 条规定，该公司及每位失职的高级职员均属犯罪，一经定罪，可各处不超过 5,000 元的罚款，并须缴纳失责罚金。(2) A director, a chief executive officer, a secretary or an auditor who fails to comply with any requirement under section 173B shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
(2) 董事、首席执行官、秘书或审计师未遵守第 173B 条的任何要求即属犯罪，一经定罪，可处不超过 5,000 元的罚款，并须缴纳失责罚金。[Act 21 of 2024 wef 09/12/2024]
[2024 年第 21 号法案，自 2024 年 12 月 9 日起生效] |
(3) [Deleted by Act 21 of 2024 wef 09/12/2024]
(3) [由 2024 年第 21 号法案删除，自 2024 年 12 月 9 日起生效] |
(4) [Deleted by Act 21 of 2024 wef 09/12/2024]
(4) [由 2024 年第 21 号法案删除，自 2024 年 12 月 9 日起生效] |
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Transitional provisions for old registers of directors, managers, secretaries and auditors
关于董事、经理、秘书及审计师旧登记册的过渡性条款 |
173I.—(1) A company must continue to keep the following information for the periods set out in subsection (2):| (a) | with respect to each person who is a director of the company immediately before 3 January 2016 —
对于在 2016 年 1 月 3 日前担任公司董事的每位人士——| (i) | the signed copy of the person’s consent to act as a director mentioned in section 173(2)(a) in force immediately before that date; and
该日期前生效的第 173(2)(a)条所述该人士同意出任董事的签署副本；以及 | | (ii) | documentary evidence (if any) of any change in the person’s name mentioned in section 173(2)(c) in force immediately before that date;
该日期前生效的第 173(2)(c)条所述该人士姓名变更的书面证明（如有）； |
| | (b) | with respect to each person who is a secretary of the company immediately before 3 January 2016, the signed copy of the person’s consent to act as a secretary mentioned in section 173(4A) in force immediately before that date.
对于在 2016 年 1 月 3 日前担任公司秘书的每位人士，该日期前生效的第 173(4A)条所述该人士同意出任秘书的签署副本。[36/2014] |
第一百七十三条 I.—(1) 公司须按照第(2)款规定的期限持续保存下列信息：(2) The period mentioned in subsection (1) commences on 3 January 2016 and ceases on —
(2) 第(1)款所述期限自 2016 年 1 月 3 日起算，并于下列日期终止——| (a) | in the case of subsection (1)(a), the date on which the person ceases to be a director of the company; or
就第(1)(a)款而言，为该人不再担任公司董事之日；或 | | (b) | in the case of subsection (1)(b), the date on which the person ceases to be a secretary of the company.
就第(1)(b)款而言，为该人不再担任公司秘书之日。[36/2014] |
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(3) Section 173(8) in force immediately before 3 January 2016 continues to apply in respect of any information lodged with the Registrar under section 173 in force immediately before that date.
(3) 2016 年 1 月 3 日前生效的第 173(8)条，对于该日期前根据当时生效的第 173 条向注册官提交的任何信息，继续适用。[36/2014] |
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Division 3 — Meetings and proceedings
第三分部 —— 会议与程序 |
Arrangements for meetings
会议安排 |
173J. 第 173J 条—(1) This section applies to the following types of meetings:
——(1) 本条适用于下列类型的会议：| (a) | an annual general meeting of a company;
公司年度股东大会； | | (b) | an extraordinary general meeting of a company;
公司特别股东大会； | | (c) | a statutory meeting of a company;
公司法定会议； | | (d) | a general meeting of an amalgamating company mentioned in section 215C or 215D;
第 215C 条或第 215D 条所述的合并公司股东大会 | | (e) | a meeting of a class of members of the company;
公司某一类别成员的会议； | | (f) | any of the following meetings ordered by the Court, if the Court so directs:
法院命令召开的下列任何会议（若法院如此指示）：| (i) | a meeting ordered by the Court under section 182;
根据第 182 条由法院命令召开的会议； | | (ii) | a meeting of creditors, members of a company, holders of units of shares of a company, or a class of such persons, ordered by the Court under section 210.
根据第 210 条由法院命令召开的债权人会议、公司成员会议、公司股份单位持有人会议或上述人员的某一类别会议。 |
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(2) Unless excluded under subsection (5) or (7), a meeting to which this section applies may be held —
(2) 除第(5)款或第(7)款规定排除的情形外，本条所适用的会议可通过以下方式举行——| (a) | at a physical place; 在实体场所； | | (b) | at a physical place and using virtual meeting technology; or
在实体场所并借助虚拟会议技术；或 | | (c) | using virtual meeting technology only.
仅使用虚拟会议技术。 |
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(3) Where a meeting to which this section applies under subsection (2)(b) or (c) is held, the meeting may be held without any number of those participating in the meeting being together at the same place.
(3) 若根据第(2)(b)或(c)款适用本条规定的会议得以召开，则参会人员无需身处同一地点即可举行会议。 |
(4) Unless excluded or modified under subsection (5) or excluded under subsection (7), where a meeting to which this section applies is held (whether wholly or partly) using virtual meeting technology —
(4) 除第(5)款排除或修改的情形外，或第(7)款排除的情形外，若本条适用的会议（全部或部分）采用虚拟会议技术召开——| (a) | a reference in this Act to any person (including any member of a company) attending a meeting includes a person who is attending the meeting using virtual meeting technology;
本法中提及任何人（包括公司成员）出席会议时，包括使用虚拟会议技术参会的人员； | | (b) | a reference in this Act to any person (including any member of a company) present or personally present at a meeting includes a person who attends the meeting using virtual meeting technology;
本法中提及任何人（包括公司成员）亲自或本人出席会议时，包括使用虚拟会议技术参会的人员； | | (c) | subject to paragraph (f), a reference in this Act to a vote of a member of a company at a meeting (including a vote for the purposes of electing a chairperson of a meeting), includes a vote by electronic means or any other means permitted by the constitution of the company;
在符合(f)项规定的前提下，本法中提及公司成员在会议上的表决（包括为选举会议主席而进行的表决），包括通过电子方式或公司章程允许的其他方式进行表决 | | (d) | subject to paragraph (f), a reference in this Act to voting by a member of the company at a meeting (including voting for the purposes of electing a chairperson of a meeting), includes voting by electronic means or any other means permitted by the constitution of the company;
在符合(f)款规定的前提下，本法中关于公司成员在会议上投票（包括为选举会议主席而进行的投票）的表述，包含通过电子方式或公司章程允许的其他方式进行投票； | | (e) | subject to paragraph (f), a reference in this Act to the entitlement or right of a person to vote at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to vote by electronic means or any other means permitted by the constitution of the company;
在符合(f)款规定的前提下，本法中关于个人在会议上享有投票权或投票资格的表述，若该个人通过虚拟会议技术参会，则包含通过电子方式或公司章程允许的其他方式进行投票的权利或资格； | | (f) | a reference in this Act to voting by a person on a show of hands at a meeting includes, where the person is present by virtual meeting technology, voting by the person by electronic means or any other means permitted by the constitution of the company but only if the person can be identified —
本法中关于个人在会议上举手表决的表述，若该个人通过虚拟会议技术参会，则包含该个人通过电子方式或公司章程允许的其他方式进行投票，但仅限于该个人身份可被识别的情况——| (i) | by any method that may be prescribed relating to the verification or authentication of the identity of persons attending the meeting; or
通过任何可能规定的与验证或确认参会人员身份相关的方法；或 | | (ii) | if no method is so prescribed, by any method that the directors of the company may determine;
如无规定方法，则可由公司董事决定的任何方法； |
| | (g) | a reference in this Act to the entitlement or right of a person to be heard at a meeting includes, where the person is present by virtual meeting technology, the entitlement or right to be heard by any means of synchronous communication that the directors of the company may determine;
本法中关于某人在会议上发言权或听证权的表述，如该人通过虚拟会议技术出席，则包括由公司董事决定的任何同步通讯方式的听证权； | | (h) | a reference in this Act to the right of a person to speak on any resolution before a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine;
本法中关于某人在会议前就任何决议发言权的表述，如该人通过虚拟会议技术出席，则包括由公司董事决定的任何同步通讯方式的交流权； | | (i) | a reference in this Act to the right of a person to speak at a meeting includes, where the person is present by virtual meeting technology, the right to communicate by any means of synchronous communication that the directors of the company may determine;
本法中关于某人在会议上发言权的表述，如该人通过虚拟会议技术出席，则包括由公司董事决定的任何同步通讯方式的交流权； | | (j) | a reference in this Act to members of a company present at a meeting being at liberty to discuss any matter includes the discussion by members present by virtual meeting technology of the matter by any means of synchronous communication that the directors of the company may determine;
本法中关于出席会议的公司成员可自由讨论任何事项的表述，包括成员通过公司董事确定的任何同步通讯方式，借助虚拟会议技术对该事项进行的讨论； | | (k) | a reference in this Act to any representation being read out or declaration being made at a meeting includes the communication of that representation or declaration at the meeting by any means of synchronous communication that the directors of the company may determine;
本法中关于在会议上宣读任何陈述或作出声明的表述，包括通过公司董事确定的任何同步通讯方式，在会议上传达该陈述或声明； | | (l) | a reference in this Act to an auditor’s report being read before the company in general meeting includes the communication of the contents of that auditor’s report at the general meeting by any means of synchronous communication that the directors of the company may determine;
本法中关于审计师报告在公司股东大会上宣读的表述，包括公司董事决定的任何同步通讯方式在股东大会上传达该审计师报告内容； | | (m) | a reference in this Act to a document being available for inspection at a meeting includes making the document available —
本法中关于文件可供会议查阅的表述，包括通过以下方式提供文件——| (i) | on a website during the meeting; or
在会议期间通过网站提供；或 | | (ii) | by any other means during the meeting that the company may by ordinary resolution determine;
经公司以普通决议确定的其他方式在会议期间进行； |
| | (n) | a reference in this Act to the production of the company’s register at the commencement of the annual general meeting and to the keeping of the register open and accessible during the meeting to all persons attending the meeting includes making the register available —
本法中关于在年度股东大会开始时出示公司名册及在会议期间保持名册开放供所有与会人员查阅的规定，包括以下方式——| (i) | on a website during the meeting; or
在会议期间通过网站提供；或 | | (ii) | by any other means during the meeting that the company may by ordinary resolution determine;
通过公司在会议期间以普通决议确定的其他任何方式； |
| | (o) | a reference in this Act to the keeping of the list showing the names and addresses of the members of a company and the number of shares held by them respectively open and accessible to any member during the continuance of the meeting includes making the list available —
本法中关于在会议持续期间向任何成员开放并允许查阅显示公司成员姓名、地址及其各自持有股份数量的名单的规定，包括以以下方式提供该名单——| (i) | on a website during the meeting; or
在会议期间通过网站进行；或 | | (ii) | by any other means during the meeting that the company may by ordinary resolution determine;
在会议期间通过公司可通过普通决议确定的其他任何方式进行； |
| | (p) | a reference in this Act to the laying of a statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document before a meeting of the company includes producing or making available the relevant document —
本法中关于将报表、财务报表、合并财务报表、资产负债表、审计师报告或其他文件提交公司会议审议的表述，包括通过以下方式提供或使相关文件可获取——| (i) | on a website; or 在网站上发布；或 | | (ii) | by any other means that the company may by ordinary resolution determine; and
公司通过普通决议确定的其他任何方式；以及 |
| | (q) | a reference in this Act to any statement, financial statement, consolidated financial statement, balance sheet, auditor’s report or other document being laid or caused to be laid before the company at a meeting includes the relevant document being produced or made available or caused to be produced or made available —
本法中关于任何声明、财务报表、合并财务报表、资产负债表、审计师报告或其他文件在会议上提交或促使提交给公司的表述，包括相关文件通过以下方式制作或提供、或促使制作或提供——| (i) | on a website; or 在网站上；或 | | (ii) | by any other means that the company may by ordinary resolution determine.
通过公司可通过普通决议确定的其他任何方式。 |
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(5) This section applies despite the provisions contained in a company’s constitution, except where —
(5) 本条适用，即使公司章程中包含有相反规定，除非——| (a) | in the case of a company incorporated before 1 July 2023, the company on or after that date amends, alters or adds to its constitution —
对于在 2023 年 7 月 1 日前成立的公司，若该公司在该日期或之后对其章程进行修订、变更或增补——| (i) | to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
以排除第(2)款(b)或(c)项（或两者）对本条款适用之全部或部分会议的适用；或 | | (ii) | to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or
以排除或修改第(4)款(a)至(q)项（或其中任何项）对本条款适用之全部或部分会议的适用；或 |
| | (b) | in the case of a company incorporated on or after 1 July 2023 —
对于在 2023 年 7 月 1 日或之后成立的公司——| (i) | the constitution of the company —
公司章程——| (A) | excludes the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
对于本条适用的所有或任何会议，排除第(2)款(b)或(c)项（或两者）的适用；或 | | (B) | excludes or modifies the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies; or
对于本条适用的所有或任何会议，排除或修改第(4)款(a)至(q)项（或其中任何项）的适用；或 |
| | (ii) | the company at any time after its incorporation amends, alters or adds to its constitution —
公司在成立后任何时候对其章程进行修订、变更或增补——| (A) | to exclude the application of paragraph (b) or (c) of subsection (2) (or both) in respect of all or any meetings to which this section applies; or
排除第(2)款(b)项或(c)项（或两者）对本条款适用之全部或部分会议的适用；或 | | (B) | to exclude or modify the application of paragraphs (a) to (q) of subsection (4) (or any of those paragraphs) in respect of all or any meetings to which this section applies.
排除或修改第(4)款(a)至(q)项（或其中任何项）对本条款适用之全部或部分会议的适用。 |
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(6) In subsection (4), a reference to a member of a company includes, where appropriate, the member’s proxy or the member’s representative.
(6) 在第(4)款中，对公司成员的提及在适当情况下包括该成员的代理人或代表。 |
(7) The Minister may, by order in the Gazette, exclude the application of subsection (2)(c) in respect of any prescribed class of companies.
(7) 部长可通过政府公报命令，排除第(2)款(c)项对任何指定类别公司的适用。 |
(8) To avoid doubt and subject to the constitution of the company, nothing in this Act prohibits a meeting of the board of directors of a company, or a committee consisting of one or more directors of a company, from being held —
(8) 为避免疑义且在不违反公司章程的前提下，本法不禁止公司董事会会议或由一名或多名董事组成的委员会会议通过以下方式举行——| (a) | at a physical place and using virtual meeting technology; or
在实体场所并借助虚拟会议技术；或 | | (b) | using virtual meeting technology only.
仅使用虚拟会议技术。[Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案 自 2023 年 7 月 1 日起生效] |
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Statutory meeting and statutory report
法定会议与法定报告 |
174.—(1) Every public company that is a limited company and has a share capital must, within a period of not less than one month and not more than 3 months after the date at which it is entitled to commence business, hold a general meeting of the members of the company to be called the “statutory meeting”.
—(1) 每一家具有股本结构的公共股份有限公司，在获得营业资格之日起不少于一个月且不超过三个月的期限内，必须召开一次公司成员大会（称为"法定会议"）。(2) The directors must at least 7 days before the day on which the meeting is to be held forward a report to be called the “statutory report” to every member of the company.
(2) 董事须在会议召开前至少 7 天向公司每位成员发送一份名为"法定报告"的文件。 |
(3) The statutory report must be certified by not less than 2 directors of the company and must state —
(3) 法定报告须由公司至少两名董事签署认证，并须载明——| (a) | the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted;
已配发股份总数，区分以非现金方式全额或部分缴付的股份，并说明部分缴付股份的实缴比例，以及上述两种情形的配发对价； | | (b) | the total amount of cash received by the company in respect of all the shares allotted and so distinguished;
公司就所有已配发且经上述区分的股份实际收到的现金总额； | | (c) | an abstract of the receipts of the company and of the payments made thereout up to a date within 7 days of the date of the report exhibiting under distinctive headings the receipts from shares and debentures and other sources the payments made thereout and particulars concerning the balance remaining in hand, and an account or estimate of the preliminary expenses;
截至报告日期前 7 日内公司收支摘要，按不同科目列示来自股份、债券及其他来源的收入、相应支出、剩余资金余额详情，以及开办费账目或估算； | | (d) | the names and addresses and descriptions of the directors, trustees for holders of debentures (if any), auditors (if any), chief executive officers (if any) and secretaries of the company; and
董事、债券持有人受托人（如有）、审计师（如有）、首席执行官（如有）及公司秘书的姓名、地址及身份说明；以及 | | (e) | the particulars of any contract the modification of which is to be submitted to the meeting for its approval together with the particulars of the modification or proposed modification.
需提交会议批准修改的任何合同的详情，连同修改或拟议修改的详情。[36/2014] |
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(4) The statutory report must, so far as it relates to the shares allotted and to the cash received in respect of such shares and to the receipts and payments on capital account, be examined and reported upon by the auditors, if any.
(4) 法定报告涉及已配发股份、就该等股份收取的现金款项以及资本账目的收支情况时，必须由审计师（如有）进行审核并出具报告。 |
(5) The directors must cause a copy of the statutory report and the auditor’s report (if any) to be lodged with the Registrar at least 7 days before the date of the statutory meeting.
(5) 董事须在法定会议召开前至少 7 日，将法定报告及核数师报告（如有）副本提交公司注册官备案。 |
(6) The directors must cause a list showing the names and addresses of the members and the number of shares held by them respectively to be produced at the commencement of the meeting and to remain open and accessible to any member during the continuance of the meeting.
(6) 董事须在会议开始时出示载明全体成员姓名、地址及各成员持股数量的名册，该名册须在会议期间保持公开供任何成员查阅。 |
(7) The members present at the meeting are at liberty to discuss any matter relating to the formation of the company or arising out of the statutory report, whether previous notice has been given or not, but no resolution of which notice has not been given in accordance with the constitution may be passed.
(7) 出席会议的成员可自由讨论与公司成立相关或由法定报告引发的任何事项（无论是否事先通知），但不得通过未按公司章程事先通知的决议。[36/2014] |
(8) The meeting may adjourn from time to time and at any adjourned meeting any resolution of which notice has been given in accordance with the constitution either before or subsequently to the former meeting may be passed and the adjourned meeting has the same powers as an original meeting.
(8) 会议可多次休会，在续会上可通过符合公司章程的决议（无论该通知是在原会议前或后发出），且续会享有与原会议相同的权力。[36/2014] |
(9) The meeting may by ordinary resolution appoint a committee or committees of inquiry, and at any adjourned meeting a special resolution may be passed that the company be wound up if, despite any other provision of this Act, at least 7 days’ notice of intention to propose the resolution has been given to every member of the company.
(9) 会议可通过普通决议任命一个或多个调查委员会，且在符合本法其他规定的前提下，若已向公司全体成员发出至少 7 日的决议提案通知，则可在任何续会上通过特别决议决定对公司进行清盘。 |
(10) In the event of any default in complying with this section every officer of the company who is in default and every director of the company who fails to take all reasonable steps to secure compliance with this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
(10) 凡违反本条规定，每名失职的公司高级职员及未采取一切合理措施确保合规的公司董事即属犯罪，一经定罪，可处以不超过 1,000 元的罚款，并另处失责罚金。 |
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| Annual general meeting 年度股东大会 |
175.—(1) Subject to this section and section 175A, a general meeting of every company to be called the “annual general meeting” must, in addition to any other meeting, be held after the end of each financial year within —| (a) | 4 months in the case of a public company that is listed; or
上市公司为 4 个月；或 | | (b) | 6 months in the case of any other company.
其他公司为 6 个月。[15/2017] [2017 年第 15 号法案] |
175.—(1) 在遵守本条及第 175A 条的前提下，每家公司在每个财政年度结束后必须召开一次称为"年度股东大会"的全体会议，该会议应于——(2) The Registrar may extend the period mentioned in subsection (1)(a) or (b) —
(2) 登记官可延长第(1)(a)或(b)款所述的期限——| (a) | upon an application by the company, if the Registrar thinks there are special reasons to do so; or
在公司提出申请的情况下，若登记官认为存在特殊理由；或 | | (b) | in respect of any prescribed class of companies.
针对任何特定类别的公司。[15/2017] [2017 年第 15 号法案] |
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(3) Subject to notice being given to all persons entitled to receive notice of the meeting, a general meeting may be held at any time and the company may resolve that any meeting held or summoned to be held is the annual general meeting of the company.
(3) 在确保所有有权接收会议通知的人员均已获知的前提下，公司可随时召开股东大会，并可决议将已召开或拟召开的任何会议视为公司年度股东大会。 |
(4) If default is made in holding an annual general meeting —
(4) 如未按规定召开年度股东大会——| (a) | the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty; and
该公司及每位失职高级职员均属违法，一经定罪，可处以不超过 5,000 元的罚款，并须缴纳失责罚金；且 | | (b) | the Court may on the application of any member order a general meeting to be called.
法院可应任何股东申请，下令召开股东大会。 |
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(5) The Minister may, by order in the Gazette, specify such other period in substitution of the period mentioned in subsection (1)(a) or (b), or both.
(5) 部长可通过政府宪报发布命令，指定其他期间以替代第(1)(a)或(b)款所述期间，或同时替代两者。[15/2017] [2017 年第 15 号法案] |
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When private company need not hold annual general meeting
私人公司无需召开年度股东大会的情形 |
175A. 第 175A 条—(1) A company need not hold an annual general meeting for a financial year —
—(1) 公司在下列情况下无需为某个财政年度举行年度股东大会——| (a) | if it is a private company in respect of which there is in force a resolution passed in accordance with subsection (2) to dispense with the holding of annual general meetings;
若该公司为私人公司，且已根据第(2)款规定通过免除召开年度股东大会的决议并持续有效； | | (b) | if, at the end of that financial year, it is a private company and has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1) within the period specified in section 203(1)(b); or
若在该财政年度结束时，该公司为私人公司，并已在第 203(1)(b)条规定的期限内，向所有有权接收公司股东大会通知的人士发送了第 203(1)条所述文件；或 | | (c) | if, at the end of that financial year, it is both a private company and a dormant relevant company the directors of which are, under section 201A, exempt from the requirements of section 201 for the financial year.
如果在该财政年度结束时，该公司既是私人公司又是休眠相关公司，且其董事根据第 201A 条在该财政年度豁免遵守第 201 条的要求。[15/2017] [2017 年第 15 号法案] |
(2) Despite any other provision of this Act, a resolution mentioned in subsection (1)(a) is only treated as passed at a general meeting if it has been passed by all of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at the meeting.
(2) 即使本法有任何其他规定，第(1)(a)款所述的决议只有在以下情况下才被视为在股东大会上通过：所有有权表决的成员亲自或（如允许委托投票）通过出席会议的委托代理人投票通过该决议。[15/2017] [2017 年第 15 号法案] |
(3) A resolution under subsection (1)(a) has effect for the year in which it is made and subsequent years, but does not affect any liability already incurred by reason of default in holding an annual general meeting.
(3) 根据第(1)(a)款通过的决议在作出决议的当年及后续年度有效，但不影响因未召开年度股东大会而已产生的任何责任。[15/2017] [2017 年第 15 号法案] |
(4) In any year in which an annual general meeting would be required to be held but for this section, and in which no such meeting has been held, any member of the company may, by notice to the company not later than 14 days before the date by which an annual general meeting would have been required under section 175 to be held, require the holding of an annual general meeting in that year.
(4) 在任何本应召开年度股东大会但因本条规定而未召开的年度，若该年度尚未召开此类会议，则公司任何成员可在根据第 175 条原定应召开年度股东大会之日前不迟于 14 天，通过向公司发出通知要求在该年度召开年度股东大会。[15/2017] [2017 年第 15 号法案] |
(5) The power of a member under subsection (4) to require the holding of an annual general meeting is exercisable not only by the giving of a notice but also by the transmission to the company at such address as may for the time being be specified for the purpose by or on behalf of the company of an electronic communication containing the requirement.
(5) 成员根据第(4)款要求召开年度股东大会的权力，不仅可通过发出通知行使，还可通过向公司当时指定的电子通信地址发送包含该要求的电子通讯来行使。 |
(6) If such a notice is given or electronic communication is transmitted, section 175(1) and (4) applies with respect to the calling of the meeting and the consequences of default.
(6) 若此类通知已发出或电子通讯已传输，则第 175 条第(1)款及第(4)款关于会议召集及违约后果的规定应适用。 |
(7) A resolution mentioned in subsection (1)(a) ceases to be in force if the company is converted to a public company.
(7) 若公司转为上市公司，则第(1)款(a)项所述决议即告失效。[15/2017] [2017 年第 15 号法案] |
(8) If the resolution mentioned in subsection (1)(a) ceases to be in force but less than 3 months remain to the date on which the company is required under section 175 to hold an annual general meeting, the company need not hold that annual general meeting.
(8) 若第(1)款(a)项所述决议失效时，距公司根据第 175 条规定需召开年度股东大会的日期不足三个月，则该公司无需召开该年度股东大会。[15/2017] [2017 年第 15 号法案] |
(9) Subsection (8) does not affect any obligation of the company to hold an annual general meeting in that year pursuant to a notice given under subsection (4) or an electronic communication transmitted under subsection (5).
(9) 第(8)款不影响公司根据第(4)款发出的通知或第(5)款传送的电子通信在该年度召开年度股东大会的任何义务。 |
(10) Unless the contrary intention appears, if a company need not hold an annual general meeting for a financial year then for that financial year —
(10) 除非另有相反意图，若某公司某财务年度无需召开年度股东大会，则该财务年度内——| (a) | a reference in any provision of this Act to the doing of anything at an annual general meeting is to be read as a reference to the doing of that thing by way of a resolution by written means under section 184A;
本法任何条款中提及在年度股东大会上进行某项事宜，应解读为根据第 184A 条通过书面决议方式完成该事宜； | | (b) | a reference in any provision of this Act to the date or conclusion of an annual general meeting is, unless the meeting is held, to be read as a reference to the date of expiry of the period by which an annual general meeting would have been required under section 175 to be held;
本法任何条款中提及年度股东大会的日期或结束，若该会议未实际召开，则应解读为根据第 175 条要求本应召开年度股东大会的期限届满之日； | | (c) | the reference in section 197(1) or (1A) to the lodging of a return with the Registrar after its annual general meeting is to be read as a reference to the lodging of that return —
第 197(1)或(1A)条中关于年度股东大会后向登记官提交申报表的表述，应解读为在下列情形后提交该申报表——| (i) | in the case of a company mentioned in subsection (1)(a) or (b) — after the company has sent to all persons entitled to receive notice of general meetings of the company the documents mentioned in section 203(1); or
对于第(1)(a)或(b)款所述公司——该公司已向所有有权接收公司股东大会通知的人士发送第 203(1)条所述文件后；或 | | (ii) | in the case of a company mentioned in subsection (1)(c) — after the end of its financial year.
对于第(1)(c)款所述公司——在其财政年度结束后。[15/2017] [2017 年第 15 号法案] |
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(11) In this section, an address of a person includes any number or address used for electronic communication.
(11) 在本条中，个人地址包括用于电子通讯的任何号码或地址。 |
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Convening of extraordinary general meeting on requisition
应要求召开特别股东大会 |
| 176.—(1) The directors of a company, despite anything in its constitution, must, on the requisition of members holding at the date of the deposit of the requisition not less than 10% of the total number of paid‑up shares as at the date of the deposit carries the right of voting at general meetings or, in the case of a company not having a share capital, of members representing not less than 10% of the total voting rights of all members having at that date a right to vote at general meetings, immediately proceed duly to convene an extraordinary general meeting of the company to be held as soon as practicable but in any case not later than 2 months after the receipt by the company of the requisition. [36/2014]
176.—(1) 尽管公司章程另有规定，当持有在提交要求当日已缴足股本总数不少于 10%且该等股份在提交当日具有股东大会表决权的成员（对于无股本的公司，则是在该日具有股东大会表决权的全体成员中代表不少于 10%表决权的成员）提出要求时，公司董事须立即依法召开特别股东大会，会议应在切实可行的情况下尽快举行，但在任何情况下不得迟于公司收到该要求后的两个月。(1A) For the purposes of subsection (1), any of the company’s paid‑up shares held as treasury shares are to be disregarded.
(1A) 就第(1)款而言，公司持有的任何已缴足库存股均不予计入。[36/2014] |
(2) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the registered office of the company, and may consist of several documents in like form each signed by one or more requisitionists.
(2) 该请求书须载明会议目的，由请求人签署后提交至公司注册办事处，可由多份格式相同的文件组成，每份文件由一名或多名请求人签署。 |
(3) If the directors do not within 21 days after the date of the deposit of the requisition proceed to convene a meeting, the requisitionists, or any of them representing more than 50% of the total voting rights of all of them, may themselves, in the same manner as nearly as possible as that in which meetings are to be convened by directors convene a meeting, but any meeting so convened must not be held after the expiration of 3 months from that date.
(3) 若董事未在请求书提交之日起 21 日内着手召集会议，则持有全体请求人 50%以上表决权的请求人或其中任何一位，可按照与董事召集会议尽可能相同的方式自行召集会议，但如此召集的会议不得迟于该日期起 3 个月届满后举行。 |
(4) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors to convene a meeting must be paid to the requisitionists by the company, and any sum so paid must be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.
(4) 若董事未能按要求召开会议，则请求召开会议者因此产生的合理费用应由公司向其支付，且公司有权从违约董事的服务酬金或其他应得款项中扣留该笔已支付费用。 |
(5) A meeting at which a special resolution is to be proposed is deemed not to be duly convened by the directors if they do not give such notice thereof as is required by this Act in the case of special resolutions.
(5) 若董事未按本法对特别决议所要求的通知期限发出会议通知，则拟表决特别决议的会议视为未依法定程序召集。 |
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| 177.—(1) Two or more members holding not less than 10% of the total number of issued shares of the company (excluding treasury shares) or, if the company has not a share capital, not less than 5% in number of the members of the company or such lesser number as is provided by the constitution may call a meeting of the company. [36/2014]
177.—(1) 持有公司已发行股份总数（不包括库存股）不少于 10%的两名或以上成员，或若公司无股本则不少于 5%的公司成员，或公司章程规定的更少人数，可召集公司会议。(2) A meeting of a company or of a class of members, other than a meeting for the passing of a special resolution, must be called by written notice of not less than 14 days or such longer period as is provided in the constitution.
(2) 公司会议或某类别成员会议（通过特别决议的会议除外）须以不少于 14 天或章程规定的更长通知期发出书面通知召开。[36/2014] |
(3) A meeting is, even though it is called by notice shorter than is required by subsection (2), deemed to be duly called if it is so agreed —
(3) 即使会议通知的发出时间短于第(2)款规定的要求，若获得以下同意，该会议仍视为已正式召开：| (a) | in the case of a meeting called as the annual general meeting — by all the members entitled to attend and vote thereat; or
对于作为年度股东大会召开的会议——须经所有有权出席并投票的成员一致同意；或 | | (b) | in the case of any other meeting — by a majority in number of the members having a right to attend and vote thereat, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting.
对于其他任何会议——须经有权出席并投票的成员中以人数计过半数且合计持有该会议全部表决权不少于 95%的多数成员同意。 |
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(4) So far as the constitution does not make other provision in that behalf, notice of every meeting must be served on every member having a right to attend thereat in the manner in which notices are required to be served by the model constitution prescribed under section 36(1) for the type of company to which the company belongs, if any.
(4) 在公司章程未作其他规定的情况下，会议通知须按照第 36(1)条规定的、适用于该公司类型的示范章程所要求的方式，送达每一位有权出席会议的成员。[36/2014] |
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Right to demand a poll
要求投票表决的权利 |
178.—(1) Any provision in a company’s constitution is void insofar as it would have the effect —| (a) | of excluding the right to demand a poll at a general meeting on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting;
除选举会议主席或休会问题外，不得排除在股东大会上就任何议题要求投票表决的权利； | | (b) | of making ineffective a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting that is made —
使关于除选举会议主席或休会以外的任何问题或事项的投票要求无效的情形包括——| (i) | by not less than 5 members having the right to vote at the meeting;
由不少于 5 名具有会议表决权的成员提出； | | (ii) | by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or
由一名或多名代表不少于所有有权在会议上投票的成员总投票权 5%的成员提出；或 | | (iii) | by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right; or
由一名或多名持有公司股份的成员提出，该股份赋予在会议上投票的权利，且就该股份已缴付的总额不少于所有赋予该权利的股份已缴付总额的 5%；或 |
| | (c) | of requiring the instrument appointing a proxy or any other document necessary to show the validity of or otherwise relating to the appointment of a proxy to be received by the company or any other person more than 72 hours before a meeting or adjourned meeting in order that the appointment may be effective thereat.
关于要求委托书或任何其他证明委托代理任命有效性或与之相关的文件，必须在会议或延期会议召开前 72 小时以上提交给公司或任何其他人，以使该任命在会议上生效的规定。[36/2014] |
第一百七十八条 第一款 公司章程中任何条款若具有下列效力，则该条款无效——(1A) Despite subsection (1)(b), where any provision of the constitution of a company incorporated before 3 January 2016 is void under subsection (1)(b)(ii) or (iii), a demand for a poll on any question or matter other than the election of the chairperson of the meeting or the adjournment of the meeting may be made —
(1A) 尽管有第(1)(b)款的规定，若在 2016 年 1 月 3 日前注册的公司章程条款因第(1)(b)(ii)或(iii)款而无效，则对除选举会议主席或会议延期以外的任何问题或事项要求投票表决的请求可由以下人员提出——| (a) | by a member or members representing not less than 5% of the total voting rights of all the members having the right to vote at the meeting; or
持有不少于所有有权在会议上投票的成员总投票权 5%的一名或多名成员；或 | | (b) | by a member or members holding shares in the company conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than 5% of the total sum paid up on all the shares conferring that right.
由一名或多名持有公司股份的成员提出，这些股份赋予其在会议上投票的权利，且这些股份已支付的总额不低于所有赋予该权利的股份已支付总额的 5%。[36/2014] |
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(2) The instrument appointing a proxy to vote at a meeting of a company is deemed to confer authority to demand or join in demanding a poll, and for the purposes of subsection (1) a demand by a person as proxy for a member of the company is deemed to be the same as a demand by the member.
(2) 委任代理人在公司会议上投票的文书，应视为授予其要求或参与要求投票表决的权利。就第(1)款而言，代理人代表公司成员提出的要求应视为与该成员本人提出的要求具有同等效力。 |
(3) A person entitled to vote on a poll at a meeting is deemed to be a person entitled to vote for the purposes of this Act.
(3) 有权在会议投票表决的人士，为本法案之目的应视为具有投票权的人。 |
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Quorum, chairperson, voting, etc., at meetings
会议的法定人数、主席、表决等事项 |
179.—(1) So far as the constitution does not make other provision in that behalf and subject to sections 64 and 64A —
—(1) 在章程未另行规定且不违反第 64 条及第 64A 条的前提下——| (a) | 2 members of the company personally present form a quorum;
2 名亲自出席的公司成员即构成法定人数； | | (b) | any member elected by the members present at a meeting may be chairperson thereof;
出席大会的成员可推选任何成员担任会议主席； | | (c) | in the case of a company having a share capital —
对于具有股本的公司而言——| (i) | on a show of hands, each member who is personally present and entitled to vote has one vote; and
举手表决时，每位亲自出席且具有表决权的成员各享有一票表决权；且 | | (ii) | on a poll, each member has one vote in respect of each share held by the member and where all or part of the share capital consists of stock or units of stock each member has one vote in respect of the stock or units of stock held by the member which is or are or were originally equivalent to one share; and
投票表决时，每位成员就其持有的每一股份享有一票表决权；若全部或部分股本由股票或股票单位构成，则每位成员就其持有的每一股票或股票单位（该股票或股票单位原本等同于一股）享有一票表决权；且 |
| | (d) | in the case of a company not having a share capital every member has one vote.
对于无股本的公司，每位成员均享有一票表决权。[36/2014] |
(2) On a poll taken at a meeting a person entitled to more than one vote need not, if the person votes, use all the person’s votes or cast all the votes the person uses in the same way.
(2) 在会议表决中，拥有多个投票权的人士若参与投票，无需使用其全部投票权，亦无需以相同方式投出所有选票。 |
(3) A corporation may by resolution of its directors or other governing body —
(3) 公司可通过董事会或其他管理机构的决议——| (a) | if it is a member of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of the company or of any class of members; or
若作为某公司的成员——授权其认为合适的人士担任代表，出席特定会议或该公司及其任何类别成员的所有会议；或 | | (b) | if it is a creditor, including a holder of debentures, of a company — authorise such person as it thinks fit to act as its representative either at a particular meeting or at all meetings of any creditors of the company,
若作为某公司的债权人（包括债券持有人）——授权其认为合适的人士担任代表，出席特定会议或该公司任何债权人的所有会议。 |
and a person so authorised is, in accordance with the person’s authority and until the person’s authority is revoked by the corporation, entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual member, creditor or holder of debentures of the company.
被如此授权的人员，根据其授权范围且在授权未被公司撤销前，有权代表公司行使等同于公司作为个人成员、债权人或债券持有人所能行使的各项权力。 |
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(4) Where — (4) 在下列情形下——| (a) | a person present at a meeting is authorised to act as the representative of a corporation at the meeting by virtue of an authority given by the corporation under subsection (3); and
某人凭借公司根据第(3)款授予的权限，以公司代表身份出席会议；且 | | (b) | the person is not otherwise entitled to be present at the meeting as a member or proxy or as a corporate representative of another member,
该人员并非以成员、委托代表或其他成员法人代表的身份当然具备出席会议资格时， |
the corporation is, for the purposes of subsection (1), deemed to be personally present at the meeting.
就第(1)款而言，该法人团体被视为亲自出席了会议。 |
[36/2014] |
(5) Subject to section 41(8) and (9), a certificate under the seal of the corporation is prima facie evidence of the appointment or of the revocation of the appointment (as the case may be) of a representative pursuant to subsection (3).
(5) 在遵循第 41 条第(8)及(9)款的前提下，加盖法人团体印章的证书即为依据第(3)款委任代表或撤销委任（视属何情况而定）的表面证据。 |
(6) Where a holding company is beneficially entitled to the whole of the issued shares of a subsidiary and a minute is signed by a representative of the holding company authorised pursuant to subsection (3) stating that any act, matter, or thing, or any ordinary or special resolution, required by this Act or by the constitution of the subsidiary to be made, performed, or passed by or at an ordinary general meeting or an extraordinary general meeting of the subsidiary has been made, performed, or passed, that act, matter, thing, or resolution is, for all purposes, deemed to have been duly made, performed, or passed by or at an ordinary general meeting, or as the case requires, by or at an extraordinary general meeting of the subsidiary.
(6) 当控股公司实际拥有子公司全部已发行股份，且经第(3)款授权之控股公司代表签署会议记录，声明某项根据本法或子公司章程规定须在子公司普通股东大会或特别股东大会上作出、履行或通过的作为、事项、决议（普通决议或特别决议）已完成时，该作为、事项或决议在所有法律意义上均应视为已由子公司普通股东大会（或视情况为特别股东大会）正式作出、履行或通过。[36/2014] |
(7) Where by or under any provision of this Act any notice, copy of a resolution or other document relating to any matter is required to be lodged by a company with the Registrar, and a minute mentioned in subsection (6) is signed by the representative pursuant to that subsection and the minute relates to such a matter the company must within 14 days after the signing of the minute lodge a copy thereof with the Registrar.
(7) 若根据本法任何条款规定，公司须就某事项向注册官提交通知、决议副本或其他文件，而依据第(6)款由代表签署的会议记录涉及该事项时，公司须在记录签署后 14 日内向注册官提交该记录副本。[36/2014] |
(8) For the purposes of this section, any reference to a member of a company does not include the company itself where it is such a member by virtue of its holding shares as treasury shares.
(8) 就本条而言，凡提及公司成员时，若公司因持有库存股而成为该成员，则不包括公司本身。 |
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As to member’s rights at meetings
关于成员在会议中的权利 |
| 180.—(1) A member has, despite any provision in the constitution of the company, a right to attend any general meeting of the company and to speak on any resolution before the meeting. [36/2014]
第一百八十条.—(1) 即使公司章程中有任何规定，成员仍有权出席公司的任何股东大会，并就会议前的任何决议发言。(2) In the case of a company limited by shares, the holder of a share may vote on a resolution before a general meeting of the company if, in accordance with the provisions of section 64, the share confers on the holder a right to vote on that resolution.
(2) 就股份有限公司而言，若某股份根据第 64 条规定赋予持有人对该决议的表决权，则该股份持有人可在公司股东大会前对该决议进行表决。[36/2014] |
(3) In the case of a company other than a company limited by shares, a member may vote on a resolution before a general meeting of the company if the right to vote on that resolution is conferred on the member under the constitution of the company.
(3) 就非股份有限公司而言，若公司章程赋予某成员对该决议的表决权，则该成员可在公司股东大会前对该决议进行表决。[36/2014] |
(4) Despite subsection (2), a preference share issued after 15 August 1984 but before 3 January 2016 carries, in addition to any other right conferred by this Act, the right in a poll at any general meeting to at least one vote in respect of each such share held during such period as the preferential dividend or any part thereof remains in arrears and unpaid, such period starting from a date not more than 12 months, or such lesser period as the constitution may provide, after the due date of the dividend.
(4) 尽管有第(2)款规定，1984 年 8 月 15 日之后但 2016 年 1 月 3 日之前发行的优先股，除本法授予的任何其他权利外，在优先股息或其任何部分逾期未付期间（该期间自股息应付日起不超过 12 个月，或公司章程规定的更短期限），还享有在股东大会投票时每股至少一票的权利。[36/2014] |
(5) For the purposes of subsection (4) —
(5) 就第(4)款而言——| (a) | “preference share” means a share, by whatever name called, which does not entitle the holder thereof —
"优先股"指无论名称如何，其持有人不享有下列权利的股份——| (i) | to the right to vote at a general meeting (except in the circumstances specified in subsection (4)); or
在股东大会上投票的权利（第(4)款规定的情形除外）；或 | | (ii) | to any right to participate beyond a specified amount in any distribution whether by way of dividend, or on redemption, in a winding up, or otherwise; and
在分配中超出特定金额的任何参与权，无论是通过股息、赎回、清算或其他方式；以及 |
| | (b) | a dividend is deemed to be due on the date appointed in the constitution for the payment of the dividend for any year or other period or, if no such date is appointed, upon the day immediately following the expiration of the year or other period and whether or not such dividend has been earned or declared.
股息被视为在章程中指定的任何年度或其他期间的股息支付日到期，如未指定该日期，则在年度或其他期间届满后的次日到期，无论该股息是否已实现或宣告。[36/2014] |
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181.—(1) Subject to this section, a member of a company entitled to attend and vote at a meeting of the company, or at a meeting of any class of members of the company, is entitled to appoint another person, whether a member or not, as the member’s proxy to attend and vote instead of the member at the meeting and a proxy appointed to attend and vote instead of a member also has the same right as the member to speak at the meeting.
—(1) 在符合本节规定的前提下，公司有权出席会议并投票的成员，或公司任何类别成员会议的成员，有权委任另一人（无论是否为成员）作为其代理人，代其出席会议并投票；被委任代成员出席会议并投票的代理人，亦享有与该成员相同的会议发言权。[36/2014] (1A) Subject to this section, unless the constitution otherwise provides —
(1A) 在符合本条规定的条件下，除非章程另有规定——| (a) | a proxy is not entitled to vote except on a poll;
代理人无权投票，除非进行投票表决； | | (b) | a member is not entitled to appoint more than 2 proxies to attend and vote at the same meeting; and
一名成员无权委任超过两名代理人出席同一会议并投票；以及 | | (c) | where a member appoints 2 proxies, the appointments are invalid unless the member specifies the proportions of the member’s holdings to be represented by each proxy.
若成员委任两名代理人，则除非该成员明确指定每名代理人将代表的持股比例，否则委任无效。[36/2014] |
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(1B) Despite anything to the contrary in the constitution of a company, a member may appoint a proxy under this section by depositing with the company an instrument of appointment by electronic means.
(1B) 即使公司章程存在相反规定，成员仍可通过电子方式向公司提交委任文书，依据本条委任代理人。[Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案 自 2023 年 7 月 1 日起生效] |
(1BA) The electronic means by which an instrument of appointment may be deposited under subsection (1B) must be specified by the company in the notice of meeting.
(1BA) 根据第(1B)款提交委任文书所采用的电子方式，必须由公司在会议通知中予以明确说明。[Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案 自 2023 年 7 月 1 日起生效] |
(1C) A member of a company having a share capital who is a relevant intermediary may appoint more than 2 proxies in relation to a meeting to exercise all or any of the member’s rights to attend and to speak and vote at the meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by the member (which number and class of shares must be specified).
(1C) 作为相关中介机构的股份有限公司成员，可就一次会议委任超过两名代理人以行使该成员出席会议、发言及投票的全部或部分权利，但每名代理人必须被委任行使与该成员所持不同股份（须注明股份数量及类别）相关的权利。[36/2014] [Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案 自 2023 年 7 月 1 日起生效] |
(1D) A proxy appointed under subsection (1C) has at a meeting the right to vote on a show of hands.
(1D) 根据第(1C)款委任的代理人有权在会议上以举手表决方式投票。[36/2014] |
(2) In every notice calling a meeting of a company or a meeting of any class of members of a company there must appear with reasonable prominence a statement as to the rights of the member to appoint a proxy or proxies to attend and vote instead of the member, and that a proxy need not also be a member; and if default is made in complying with this subsection as respects any meeting, every officer of the company who is in default shall be guilty of an offence.
(2) 在每次召集公司会议或公司某类别成员会议的通知中，均须以合理显著方式载明以下声明：成员有权委任一名或多名代理人代为出席及表决，且代理人不必同为成员；如任何会议未遵守本款规定，则每位失职的公司高级人员均属犯罪。[36/2014] |
(3) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued at the company’s expense to some only of the members entitled to be sent a notice of the meeting and to vote thereat by proxy shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000.
(3) 任何人若授权或允许以公司费用，向仅部分有权接收会议通知并通过代理投票的成员发出邀请，指定某人或若干人之一作为代理人的，即属犯罪，一经定罪可处以不超过 2000 元的罚款。 |
(4) No person shall be guilty of an offence under subsection (3) by reason only of the issue to a member at the member’s request of a form of appointment naming the proxy or a list of persons willing to act as proxies if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.
(4) 任何人不得仅因向会员应其要求发出指定代理人的委任表格或愿意担任代理人的名单而被视为违反第(3)款规定，前提是该表格或名单已通过书面申请向所有有权通过代理人投票的会议成员开放获取。 |
(5) Any person who authorises or permits an invitation to appoint as proxy a person or one of a number of persons specified in the invitation to be issued or circulated shall be guilty of an offence unless the invitation is accompanied by a form of proxy which entitles the member to direct the proxy to vote either for or against the resolution.
(5) 任何人授权或许可发出或传发指定某位或若干位人士作为代理人的邀请函，而未随附让会员能指示代理人投票赞成或反对决议的代理表格，即属犯罪。 |
(6) In this section, “relevant intermediary” means —
(6) 在本条中，"相关中介机构"指——| (a) | a banking corporation licensed under the Banking Act 1970 or a wholly‑owned subsidiary of such a banking corporation, whose business includes the provision of nominee services and who holds shares in that capacity;
根据《1970 年银行法》持牌的银行机构或其全资子公司，其业务包含提供代名服务并以该身份持有股份的实体。 | | (b) | a person holding a capital markets services licence to provide custodial services under the Securities and Futures Act 2001 and who holds shares in that capacity; or
根据《2001 年证券与期货法》持有资本市场服务牌照以提供托管服务的人士，并以该身份持有股份者；或 | | (c) | the Central Provident Fund Board established by the Central Provident Fund Act 1953, in respect of shares purchased under the subsidiary legislation made under that Act providing for the making of investments from the contributions and interest standing to the credit of members of the Central Provident Fund, if the Board holds those shares in the capacity of an intermediary pursuant to or in accordance with that subsidiary legislation.
依据《1953 年中央公积金法》设立的中央公积金局，就其根据该法制定的附属法例所购买的股份而言（该附属法例规定可从中央公积金会员账户内的缴款及利息进行投资），且公积金局是以中介机构身份依据或按照该附属法例持有该等股份的情况。[36/2014; 4/2017] |
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Power of Court to order meeting
法院命令召开会议的权力 |
182. If for any reason it is impracticable to call a meeting in any manner in which meetings may be called or to conduct the meeting in the manner prescribed by the constitution or this Act, the Court may, either of its own motion or on the application of any director or of any member who would be entitled to vote at the meeting or of the personal representative of any such member, order a meeting to be called, held and conducted in such manner as the Court thinks fit, and may give such ancillary or consequential directions as it thinks expedient, including a direction that one member present in person or by proxy is deemed to constitute a meeting or that the personal representative of any deceased member may exercise all or any of the powers that the deceased member could have exercised if he or she were present at the meeting.
第一百八十二条 若因任何原因无法以章程或本法规定之方式召开会议或以既定方式举行会议，法院可依职权或应有权在会议上投票之董事、成员或其个人代表之申请，命令以法院认为适当之方式召集、召开及举行会议，并可作出其认为必要之附属或后续指示，包括指示亲自或委托代理人出席之一名成员即视为构成法定会议，或指示已故成员之个人代表可行使该成员若出席会议本可行使之全部或部分权力。[36/2014] |
Circulation of members’ resolutions, etc.
成员决议等的传阅 |
183.—(1) Subject to this section, a company must on the requisition of such number of members of the company as is specified in subsection (2) and, unless the company otherwise resolves, at the expense of the requisitionists —
—(1) 在遵守本条规定的前提下，公司应根据第(2)款所规定数量的成员要求，且除非公司另行决议，费用由请求方承担——| (a) | give to members of the company entitled to receive notice of the next annual general meeting notice of any resolution which may properly be moved and is intended to be moved at that meeting or (if the resolution is proposed to be passed by written means under section 184A) for which agreement is sought; and
向有权接收下届年度股东大会通知的公司成员发出通知，说明可在该会议上适当提出并拟提出的任何决议（如根据第 184A 条拟以书面方式通过决议），或寻求同意的决议；以及 | | (b) | circulate to members entitled to have notice of any general meeting sent to them any statement of not more than 1,000 words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.
向有权接收任何股东大会通知的成员分发不超过 1000 字的声明，内容涉及任何拟议决议中提及的事项或该会议将处理的业务。 |
(2) The number of members necessary for a requisition under subsection (1) is —
（2）根据第（1）款提出请求所需的成员人数为——| (a) （a） | any number of members representing not less than 5% of the total voting rights of all the members having at the date of the requisition a right to vote at the meeting to which the requisition relates; or
代表不少于 5%表决权且在该请求日有权出席相关会议投票的所有会员的若干成员；或 | | (b) | not less than 100 members holding shares in the company on which there has been paid up an average sum, per member, of not less than $500.
持有公司股份且每位成员平均实缴金额不少于 500 新元的至少 100 名成员。 |
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(3) Subject to subsection (3A), notice of a resolution referred to in subsection (1) must be given, and any statement so referred to must be circulated, to members of the company entitled to have notice of the meeting sent to them by serving on each member, in any manner permitted for service of the notice of the meeting, a copy of the resolution and statement.
(3) 在遵守第(3A)款的前提下，第(1)款所述决议通知必须通过会议通知允许的任何送达方式，向有权接收会议通知的公司成员送达决议副本及声明书。 |
(3A) Where the resolution is proposed to be passed by written means under section 184A, the notice of the resolution and statement must be given and circulated to members of the company entitled to have notice of the meeting sent to them by serving on each member —
(3A) 若拟根据第 184A 条以书面方式通过决议，则须通过向有权接收会议通知的每位公司成员送达决议通知及声明书的方式予以发布和传阅。| (a) | a copy of the resolution and statement; and
决议书及声明书的副本；以及 | | (b) | a notification that formal agreement to the resolution is being sought under section 184A.
根据第 184A 条正在寻求对该决议正式同意的通知。 |
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(3B) Notice of the resolution must be given to any other member of the company by serving on the member notice of the general effect of the resolution in any manner permitted for giving the member notice of meetings of the company.
(3B) 必须通过允许向公司成员发送会议通知的任何方式，向公司其他成员送达关于该决议基本内容的通知。 |
(3C) Except where the resolution is proposed to be passed by written means under section 184A, the copy of the resolution mentioned in subsection (3) must be served, or notice of the general effect of the resolution mentioned in subsection (3B) must be given (as the case may be) in the same manner and, so far as practicable, at the same time as notice of the meeting and, where it is not practicable for it to be served or given at that time, it must be served or given as soon as practicable thereafter.
(3C) 除根据第 184A 条拟以书面方式通过决议外，第(3)款所述的决议副本必须按照与会议通知相同的方式送达，或第(3B)款所述的决议基本内容通知必须按相同方式发出（视情况而定），并尽可能在会议通知发出的同时送达或发出；若无法同时送达或发出，则应在此后切实可行时尽快送达或发出。 |
(4) Subject to subsection (4A), a company is not bound under this section to give notice of any resolution or to circulate any statement unless —
(4) 在遵守第(4A)款的前提下，公司无义务根据本条发出任何决议通知或传阅任何声明，除非——| (a) | a copy of the requisition signed by the requisitionists, or 2 or more copies which between them contain the signatures of all the requisitionists, is deposited at the registered office of the company —
由请求人签署的请求书副本，或两份及以上共同包含所有请求人签名的副本，已提交至公司注册办事处——| (i) | in the case of a requisition requiring notice of a resolution — not less than 6 weeks before the meeting; and
若为要求发出决议通知的请求——不迟于会议前 6 周；及 | | (ii) | in the case of any other requisition — not less than one week before the meeting; and
若为任何其他请求——不迟于会议前 1 周；及 |
| | (b) | there is deposited or tendered with the requisition a sum reasonably sufficient to meet the company’s expenses in giving effect thereto,
已存放或提交一笔合理足额的款项，用于支付公司执行该要求所产生的费用， |
but if, after a copy of a requisition requiring notice of a resolution has been deposited at the registered office of the company, an annual general meeting is called for a date 6 weeks or less after the copy has been deposited, the copy though not deposited within the time required by this subsection is deemed to have been properly deposited for the purposes thereof.
但若在将要求通知决议的副本存放于公司注册办事处后，公司召开的年度股东大会日期距该副本存放日不超过 6 周，则该副本虽未在本款规定时间内存放，仍视为已按规定妥善存放。 |
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(4A) A company is not bound under this section to give notice of any resolution which is proposed to be passed by written means under section 184A, or to circulate any statement relating thereto, unless —
(4A) 公司无义务根据本条通知任何拟根据第 184A 条以书面方式通过的决议，亦无义务传阅与之相关的任何声明，除非——| (a) | the requisition setting out the text of the resolution and the statement is received by a director of the company in legible form or a permitted alternative form; and
载明决议文本及声明的请求书以可读形式或允许的替代形式送达公司董事；且 | | (b) | the notice states that formal agreement to the resolution is sought under section 184A.
通知声明根据第 184A 条寻求对该决议的正式同意。 |
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(4B) Where the requisition under subsection (4A)(a) requests that the date of its receipt by a company be notified to a specified person, the directors must, without delay after it is first received by a director in legible form or a permitted alternative form, notify that person of the date when it was first so received.
(4B) 若根据第(4A)(a)款提出的请求要求公司将其收件日期通知特定人士，则董事须在董事首次以可读形式或允许的替代形式收到该请求后立即通知该人士首次收件日期。 |
(5) The company is not bound under this section to circulate any statement if, on the application either of the company or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being abused to secure needless publicity for defamatory matter and the Court may order the company’s costs on an application under this section to be paid in whole or in part by the requisitionists, even though they are not parties to the application.
(5) 如有公司或任何声称权益受损者向法院申请，且法院认为本节所赋权利正被滥用以获取对诽谤性内容的不必要公开，则公司无义务按本节规定传阅任何声明。法院可命令根据本节提出申请的公司费用全部或部分由请求人承担，即使请求人并非该申请当事人。 |
(6) Despite anything in the company’s constitution, the business which may be dealt with at an annual general meeting includes any resolution of which notice is given in accordance with this section, and for the purposes of this subsection notice is deemed to have been so given despite the accidental omission, in giving it, of one or more members.
(6) 即使公司章程另有规定，年度股东大会可处理的业务包括依据本节规定发出通知的任何决议；就本款而言，即使因疏忽而遗漏向一名或多名成员发送通知，该通知仍视为已按规定发出。[36/2014] |
(7) In the event of any default in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(7) 若未遵守本条规定，该公司及每位失职的高级管理人员均属犯罪，一经定罪，可处以不超过 5,000 元的罚款。 |
(8) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —
(8) 就本条而言，某事物若符合以下且仅符合以下情形，即被视为"以可读形式或允许的替代形式"——| (a) | in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
以在发送或提供前可读（如纸质文件）且在该过程中形式不变的格式；或 | | (b) | in another form that —
以符合下列条件的其他格式——| (i) | is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
目前公司与该人员商定采用该形式发送或以其他方式向公司提供该事项；且 | | (ii) | is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.
采用该形式发送或提供的文件（在满足特定条件时）能够以可读形式接收，或在以不可读形式接收后可转换为可读形式。 |
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184.—(1) A resolution is a special resolution when it has been passed by a majority of not less than three‑fourths of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy present at a general meeting of which —| (a) | in the case of a private company — not less than 14 days’ written notice; or
对于私人公司——不少于 14 天的书面通知；或 | | (b) | in the case of a public company — not less than 21 days’ written notice,
对于上市公司——不少于 21 天的书面通知， |
specifying the intention to propose the resolution as a special resolution has been duly given.
且该通知已按规定载明拟将该决议作为特别决议提出的意向。 |
184.—(1) 当一项决议在股东大会获得通过时即构成特别决议，该决议须获得不少于四分之三亲自出席投票的成员（若允许委托投票，则包括委托代理人出席）的多数票支持，且这些成员有权参与表决——(2) Despite subsection (1), if it so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority which together holds not less than 95% of the total voting rights of all the members having a right to vote at that meeting, a resolution may be proposed and passed as a special resolution at a meeting of which written notice of a period less than that required under subsection (1) has been given.
(2) 尽管有第(1)款规定，若有权出席并表决的成员中以人数计过半数（且该等成员合计持有该会议所有有表决权成员不少于 95%的总表决权）同意，则可在通知期短于第(1)款要求的书面通知所召集的会议上提出并通过特别决议。 |
(3) At any meeting at which a special resolution is submitted, a declaration of the chairperson that the resolution is carried is unless a poll is demanded conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(3) 在提交特别决议的任何会议上，主席宣布决议获得通过的声明（除非有人要求投票表决）即为决议通过的确凿证据，无需证明赞成或反对决议的票数或比例。 |
(4) At any meeting at which a special resolution is submitted, a poll is deemed to be effectively demanded if demanded —
(4) 在提交特别决议的任何会议上，如有以下情形之一，即视为已有效要求进行投票表决——| (a) | by such number of members for the time being entitled under the constitution to vote at the meeting as is specified in the constitution, but it is not in any case necessary for more than 5 members to make the demand;
由公司章程当时规定的有权在会议上投票的若干成员提出要求，但无论如何要求人数不得超过 5 名成员； | | (b) | if no such provision is made by the constitution — by 3 members so entitled, or by one or 2 members so entitled, if —
如公司章程未作此规定——则由 3 名有此权利的成员提出，或在以下情形下由 1 名或 2 名有此权利的成员提出——| (i) | that member holds or those 2 members together hold not less than 10% of the total number of paid‑up shares of the company (excluding treasury shares); or
该成员持有或该 2 名成员合计持有公司已发行股份总数（不包括库存股）不少于 10%；或 | | (ii) | that member represents or those 2 members together represent not less than 10% of the total voting rights of all the members having a right to vote at that meeting.
该成员或该两名成员合计代表不少于有权在该会议上投票的所有成员总表决权的 10%。[36/2014] |
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(4A) For the purposes of subsection (4), any reference to a member does not include a reference to a company itself where it is registered as a member.
(4A) 就第(4)款而言，对成员的任何提述不包括对以成员身份注册的公司本身的提述。 |
(5) In computing the majority on a poll demanded on the question that a special resolution be passed, reference must be had to the number of votes cast for and against the resolution and to the number of votes to which each member is entitled by this Act or the constitution of the company.
(5) 在计算要求就通过特别决议事项进行投票表决的多数票时，必须参考赞成和反对该决议的票数，以及本法或公司章程规定的每位成员有权投票的票数。[36/2014] |
(6) For the purposes of this section, notice of a meeting is deemed to be duly given and the meeting is deemed to be duly held when the notice is given and the meeting held in the manner provided by this Act or by the constitution.
(6) 就本条而言，当会议通知和会议召开的方式符合本法或公司章程规定时，该会议通知即视为已正式发出，会议即视为已正式召开。[36/2014] |
(7) Any extraordinary resolution, duly and appropriately passed before 29 December 1967 is for the purposes of this Act treated as a special resolution.
(7) 任何在 1967 年 12 月 29 日前经正当程序通过的特别决议，就本法而言应视为特别决议。 |
(8) Where in the case of a company incorporated before 29 December 1967 any matter is required or permitted to be done by extraordinary resolution, that matter may be done by special resolution.
(8) 对于 1967 年 12 月 29 日前成立的公司，若某事项原需或允许通过特别决议处理，现可通过特别决议处理该事项。 |
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Passing of resolutions by written means
以书面方式通过决议 |
184A. 1967 年公司法 - 新加坡法规在线
184A 条—(1) Despite any other provision of this Act, a private company or an unlisted public company may pass any resolution by written means in accordance with the provisions of this section and sections 184B to 184F.
—(1) 即使本法另有规定，私人公司或非上市公众公司仍可依照本条及第 184B 至 184F 条规定，以书面方式通过任何决议。[36/2014] (2) Subsection (1) does not apply to a resolution mentioned in section 175A(1)(a) or a resolution for which special notice is required.
(2) 第(1)款不适用于第 175A(1)(a)条所述决议或需要特别通知的决议。[15/2017] [2017 年第 15 号法案] |
(3) A special resolution is passed by written means if the resolution indicates that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —
(3) 当决议载明其为特别决议，且在某日期获得代表以下表决权比例的公司成员正式同意时，该特别决议即视为以书面方式通过——| (a) | at least 75%; or 至少 75%；或 | | (b) | if the constitution of the company requires a greater majority for that resolution, that greater majority,
若公司章程对该决议要求更高比例的多数票，则以该更高比例为准， |
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
占公司全体成员在该日期有权于公司股东大会上对该决议进行表决的总投票权的比例。 |
[36/2014] |
(4) An ordinary resolution is passed by written means if the resolution does not indicate that it is a special resolution and if it has been formally agreed on any date by one or more members of the company who on that date represent —
(4) 一项普通决议若未表明其为特别决议，且已由一名或多名公司成员在特定日期正式同意，而该等成员在该日期代表——| (a) | a majority; or 过半数；或 | | (b) | if the constitution of the company requires a greater majority for that resolution, that greater majority,
若公司章程要求该决议需更高比例的多数票，则需达到该更高比例的多数票， |
of the total voting rights of all the members who on that date would have the right to vote on that resolution at a general meeting of the company.
基于所有在该日期有权于公司股东大会上就该决议投票的成员的总投票权。 |
[36/2014] |
(4A) A resolution mentioned in section 76(9B)(e) is passed by written means if the resolution indicates that it is a resolution mentioned in that provision and if it has been formally agreed on any date by all the members of the company who on that date would have the right to vote on that resolution at a general meeting of the company.
(4A) 第 76(9B)(e)条所述的决议若以书面方式通过，则该决议须注明其属于该条款所述决议，且须经所有在该日期有权于公司股东大会上就该决议投票的公司成员于该日期正式同意。 |
(5) For the purposes of this section, a resolution of a company is formally agreed by a member if —
(5) 就本条而言，若符合下列情形，则视为公司成员正式同意某项决议——| (a) | the company receives from the member (or the member’s proxy if this is allowed) a document that —
公司收到该成员（或获允许时代理人）提交的文件，且该文件——| (i) | is given to the company in legible form or a permitted alternative form;
以可读形式或允许的替代形式递交给公司； | | (ii) | indicates the member’s agreement (or agreement on the member’s behalf) to the resolution by way of the member’s signature (or the member’s proxy’s signature if that is allowed), or such other method as the constitution may provide; and
通过成员签名（或获允许时代理人签名）或章程规定的其他方式，表明该成员（或代表该成员）同意该决议；且 | | (iii) | includes the text of the resolution or otherwise makes clear that it is that resolution that is being agreed to; and
包括决议文本或以其他方式明确表明所同意的是该决议；且 |
| | (b) | the member (or the member’s proxy) had a legible text of the resolution before giving that document.
该成员（或其代理人）在提交该文件前已获得该决议的清晰文本。[36/2014] |
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(6) Nothing in subsection (3), (4) or (4A) is to be construed as requiring the requisite number of members to formally agree to the resolution on a single day.
(6) 第(3)、(4)或(4A)款中的任何规定，均不得解释为要求规定数量的成员必须在同一天正式同意该决议。 |
(6A) For the purposes of this section, something is “in legible form or a permitted alternative form” if, and only if, it is sent or otherwise supplied —
(6A) 就本条而言，某事物若以可阅读形式或允许的替代形式发送或提供，则视为符合"以可阅读形式或允许的替代形式"之规定——| (a) | in a form (such as a paper document) that is legible before being sent or otherwise supplied and does not change form during that process; or
以在发送或提供前可读（如纸质文件）且在该过程中形式不变的格式；或 | | (b) | in another form that —
以符合下列条件的其他格式——| (i) | is currently agreed between the company and the person as a form in which the thing may be sent or otherwise supplied to the company; and
目前公司与该人员商定采用该形式发送或以其他方式向公司提供该事项；且 | | (ii) | is such that documents sent or supplied in that form can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form.
采用该形式发送或提供的文件（在满足特定条件时）能够以可读形式接收，或在以不可读形式接收后可转换为可读形式。 |
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(7) Any reference in this Act or any other law to the passing or making of a resolution, or the passing or making of a resolution at a meeting, includes a reference to the passing of the resolution by written means in accordance with this section.
(7) 本法或任何其他法律中提及决议的通过或作出，或在会议上通过或作出决议，均包括依据本条以书面方式通过决议的情形。 |
(8) Any reference in this Act or any other law to the doing of anything at a general meeting of a company includes a reference to the passing of a resolution authorising the doing of that thing by written means in accordance with this section.
(8) 本法或任何其他法律中提及在公司股东大会上行事，均包括依据本条以书面方式通过决议授权行事的情形。 |
(9) In this section and sections 184B to 184F, “unlisted public company” means a public company the securities of which are not listed for quotation or quoted on an approved exchange in Singapore or any securities exchange outside Singapore.
(9) 在本条及第 184B 至 184F 条中，"非上市公众公司"指其证券未在新加坡认可交易所或任何境外证券交易所上市或报价的公众公司。[36/2014; 4/2017] |
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Requirements for passing of resolutions by written means
以书面方式通过决议的要求 |
184B.—(1) A resolution of a private company or an unlisted public company may only be passed by written means if —| (a) | either — 当——| (i) | agreement to the resolution was first sought by the directors of the company in accordance with section 184C; or
公司董事已根据第 184C 条首次就该决议征得同意；或 | | (ii) | a requisition for that resolution was first given to the company in accordance with section 183 and, by reason of that notice, the documents referred to in section 183(3A) in respect of the resolution were served on members of the company in accordance with section 183(3A);
根据第 183 条首次向公司提交了该决议的请求，并且由于该通知，第 183(3A)条所述与该决议相关的文件已根据第 183(3A)条规定送达公司成员； |
| | (b) | the constitution of the company does not prohibit the passing of resolutions (either generally or for the purpose in question) by written means; and
公司章程不禁止以书面方式通过决议（无论是普遍适用还是针对特定目的）；且 | | (c) | all conditions in the company’s constitution relating to the passing of the resolution by written means are met.
公司章程中关于以书面方式通过决议的所有条件均已满足。[36/2014] |
184B.—(1) 私人公司或非上市公众公司仅可在下列情况下以书面方式通过决议——(2) Any resolution that is passed in contravention of subsection (1) is invalid.
(2) 任何违反第(1)款规定通过的决议均属无效。 |
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Where directors seek agreement to resolution by written means
董事以书面方式征询决议同意的情况 |
| 184C.—(1) The directors of a private company or an unlisted public company who wish to seek agreement to a resolution of the company and for it to be passed by written means must send to each member, having the right to vote on that resolution at a general meeting, a copy of the text of the resolution. [36/2014]
184C.—(1) 私人公司或非上市公众公司的董事若拟以书面方式征询公司决议同意并通过该决议，须向每位有权在股东大会上就该决议表决的成员发送决议文本副本。(2) As far as practicable, the directors must comply with subsection (1) as respects every member at the same time and without delay.
(2) 在切实可行范围内，董事必须同时且毫不迟延地就每位成员履行第(1)款规定。 |
(3) Without limiting any other means of complying with subsections (1) and (2), the directors have complied with those subsections if they secure that the same paper document containing the text of the resolution is sent without delay to each member in turn.
(3) 在不限制其他任何符合第(1)款和第(2)款规定的方式的前提下，若董事确保将载有决议文本的同一纸质文件依次及时送达每位成员，即视为已履行前述条款之义务。 |
(4) Subject to section 184D, if the resolution is passed before the directors have complied with subsection (1) as respects every member, that fact does not affect the validity of the resolution or any obligation already incurred by the directors under subsections (1) and (2).
(4) 在遵守第 184D 条的前提下，若董事尚未就全体成员履行第(1)款规定而决议已获通过，该事实不影响决议效力，亦不免除董事根据第(1)款和第(2)款已产生的任何义务。 |
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Members may require general meeting for resolution
成员可要求召开股东大会表决决议 |
184D.—(1) Any member or members of a private company or an unlisted public company representing at least 5% of the total voting rights of all the members having the right to vote on a resolution at a general meeting of the company may, within 7 days after —| (a) | the text of the resolution has been sent to the member or members in accordance with section 184C; or
决议文本已根据第 184C 条发送给该成员或各成员；或 | | (b) | the documents referred to in section 183(3A) in respect of the resolution have been served on the member or members,
第 183(3A)条所述与该决议相关的文件已送达该成员或各成员， |
as the case may be, give notice to the company requiring that a general meeting be convened for that resolution.
视情况而定，可向公司发出通知要求为该决议召开股东大会。 |
[36/2014]
184D.—(1) 任何代表私营公司或非上市公众公司全体具有表决权成员至少 5%投票权的一名或多名成员，可在下列情形发生后 7 日内——(2) Where notice is given under subsection (1) —
(2) 根据第(1)款规定发出通知后——| (a) | the resolution is invalid even though it may have in the meantime been passed in accordance with section 184A; and
即便该决议可能已根据第 184A 条获得通过，该决议仍属无效；且 | | (b) | the directors must proceed to convene a general meeting for the resolution.
董事必须着手召开股东大会审议该决议。 |
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Period for agreeing to written resolution
书面决议的同意期限 |
| 184DA.—(1) Unless the constitution of a company otherwise provides, a resolution proposed to be passed by written means lapses if it is not passed before the end of the period of 28 days beginning with the date on which the written resolution is circulated to the members of the company. [36/2014]
184DA.—(1) 除非公司章程另有规定，拟以书面方式通过的决议若未在自该书面决议向公司成员传阅之日起 28 日内通过，则该决议失效。(2) The agreement to a resolution is ineffective if indicated after the expiry of that period.
(2) 若在该期限届满后表示同意，则对该决议的同意无效。[36/2014] |
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Company’s duty to notify members that resolution passed by written means
公司有义务通知成员决议已通过书面方式通过 |
184E.—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must —| (a) | notify every member that it has been passed; and
通知每位成员该决议已获通过；且 | | (b) | do so within 15 days from the earliest date on which a director or secretary of the company is aware that it has been passed.
自公司董事或秘书最早知晓决议通过之日起 15 日内完成。[36/2014] |
184E.—(1) 当私人公司或非上市公众公司的决议通过书面方式通过时，公司必须——(2) Non‑compliance with this section does not render the resolution invalid.
(2) 不遵守本条并不导致决议无效。 |
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Recording of resolutions passed by written means
以书面方式通过决议的记录 |
| 184F.—(1) Where a resolution of a private company or an unlisted public company is passed by written means, the company must cause a record of the resolution, and the indication of each member’s agreement (or agreement on the member’s behalf) to it, to be entered in a book in the same way as minutes of proceedings of a general meeting of the company. [36/2014]
184F.—(1) 若私人公司或非上市公众公司以书面方式通过决议，该公司须将该决议及每位成员（或代表成员）表示同意的记录，以与公司股东大会会议记录相同的方式载入簿册。(2) Non‑compliance with subsection (1) does not render the resolution invalid.
(2) 不遵守第(1)款的规定并不导致决议无效。 |
(3) Any such record, if purporting to be signed by a director or the secretary of the company, is evidence of the proceedings in passing the resolution.
(3) 任何此类记录如声称由公司董事或秘书签署，即为通过该决议程序的证据。 |
(4) Where a record is made in accordance with this section, then, until the contrary is proved, the requirements of this Act with respect to those proceedings are deemed to have been complied with.
(4) 凡根据本条制作的记录，在无反证的情况下，应视为已遵守本法关于该程序的要求。 |
(5) Section 189 applies in relation to a record made in accordance with this section as it applies in relation to minutes of proceedings of a general meeting.
(5) 第 189 条对依照本节规定制作的记录之适用，与其对股东大会会议记录的适用相同。 |
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Resolutions of one member companies
单一成员公司的决议 |
184G.—(1) Despite anything in this Act, a company that has only one member may pass a resolution by the member recording the resolution and signing the record.
184G.—(1) 即使本法另有规定，仅有一名成员的公司仍可通过该成员记录决议并签署记录的方式通过决议。(2) If this Act requires information or a document relating to the resolution to be lodged with the Registrar, that requirement is satisfied by lodging the information or document with the resolution that is passed.
(2) 如本法要求将与决议相关的信息或文件提交登记官，则通过随已通过决议一并提交该信息或文件即视为满足要求。 |
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Resolution requiring special notice
需特别通知的决议 |
185. Where by this Act special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company not less than 28 days before the meeting at which it is moved, and the company must give its members notice of any such resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, must give them notice thereof, in any manner allowed by the constitution, not less than 14 days before the meeting, but if after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice, although not given to the company within the time required by this section, is deemed to be properly given.
185. 凡本法要求对某项决议发出特别通知的，除非在提出该决议的会议召开前至少 28 天已将动议意向通知公司，否则该决议无效；公司须在发出会议通知的同时以相同方式向成员发出该决议通知，若不可行，则须按公司章程允许的任何方式在会议召开前至少 14 天发出通知。但若在向公司发出动议意向通知后，所召开会议的日期距通知发出日不超过 28 天，则即使该通知未在本条规定的期限内送达公司，仍视为已妥善送达。[36/2014] |
Registration and copies of certain resolutions
特定决议的登记与副本 |
186.—(1) A copy of —| (a) | every special resolution; and
所有特别决议；及 | | (b) | every resolution, including any resolution passed under section 175A(1)(a), which effectively binds any class of shareholders whether agreed to by all the members of that class or not,
包括根据第 175A(1)(a)条通过的任何决议在内的所有决议，只要实质上对某类股东具有约束力，无论是否获得该类别全体成员的同意， |
must, except where otherwise expressly provided by this Act within 14 days after the passing or making thereof, be lodged by the company with the Registrar.
均须在本法无另行明确规定的情况下，由公司在决议通过或作出后 14 日内向注册官提交备案。 |
[36/2014; 15/2017] [2014 年第 36 号法案；2017 年第 15 号法案]
186.—(1) 下列文件的副本：(2) Where the constitution of a company has not been registered, a copy of every resolution to which this section applies must be forwarded to any member at the member’s request on payment of $1 or such less sum as the company directs.
(2) 若公司章程尚未登记，经股东请求并支付 1 新元或公司规定的更低费用后，公司须向该股东提供本节适用决议的副本。[36/2014] [Act 17 of 2023 wef 01/07/2023]
[2023 年第 17 号法案 自 2023 年 7 月 1 日起生效] |
(3) In the event of any default in complying with subsection (1) the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
(3) 如未遵守第(1)款规定，该公司及每位失职的高级管理人员即构成犯罪，一经定罪可处以不超过 1,000 新元的罚款，并须承担持续违规的罚金。 |
(4) In the event of any default in complying with subsection (2), the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine of $50 for each copy in respect of which default is made.
(4) 若未遵守第(2)款规定，该公司及每位失职的高级管理人员均属犯罪，一经定罪，每份未按规定备存的副本可处罚款 50 新元。 |
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Resolutions at adjourned meetings
延期会议通过的决议 |
187. Where a resolution is passed at an adjourned meeting of a company or of holders of any class of shares or of directors the resolution is for all purposes treated as having been passed on the date on which it was in fact passed and not on any earlier date.
187. 当决议在公司、任何类别股份持有人或董事的延期会议上通过时，该决议在所有方面均应视为实际通过之日而非更早日期通过的决议。 |
| Minutes of proceedings 会议记录 |
188.—(1) Every company must cause —| (a) | minutes of all proceedings of general meetings and of meetings of its directors and of its chief executive officers (if any) to be entered in books kept for that purpose within one month of the date upon which the relevant meeting was held; and
所有股东大会、董事会会议及首席执行官会议(如有)的议事录，在相关会议举行之日起一个月内记录于为此目的而备存的簿册中；且 | | (b) | those minutes to be signed by the chairperson of the meeting at which the proceedings were had or by the chairperson of the next succeeding meeting.
该等议事录须由会议主席或下次继任会议主席签署。[36/2014] |
第一百八十八条.—(1) 每家公司必须确保——(2) Any minutes so entered that purport to be signed as provided in subsection (1) are evidence of the proceedings to which they relate, unless the contrary is proved.
(2) 凡按第(1)款规定签署的议事记录，除非能提出反证，否则即为所载议事程序的证明。 |
(3) Where minutes have been so entered and signed, then, until the contrary is proved —
(3) 凡会议记录已如此誊写并签署，则在有相反证明之前——| (a) | the meeting is deemed to have been duly held and convened;
该会议应视为已正式举行及召开； | | (b) | all proceedings had thereat are deemed to have been duly had; and
会上所有议事程序应视为已正式进行；且 | | (c) | all appointments of officers or liquidators made thereat are deemed to be valid.
会上所作的所有高级职员或清算人任命应视为有效。 |
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(3A) Every company must keep minute books in which it must cause to be entered the following matters:
(3A) 每家公司必须备存会议记录簿，并须将下列事项记录在案：| (a) | if the company has only one director —
若公司仅有一名董事——| (i) | the passing of resolutions by that director; and
该董事通过的决议；及 | | (ii) | the making of declarations by that director;
该董事作出的声明 |
| | (b) | resolutions passed by written means under section 184A,
根据第 184A 条以书面方式通过的决议， |
within one month of the passing or making of each resolution or declaration.
在每项决议或声明通过或作出后一个月内。 |
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(3B) The company must ensure that minutes of the passing of a resolution mentioned in subsection (3A)(b) are signed by a director within a reasonable time after the resolution is passed.
(3B) 公司须确保第(3A)(b)款所述决议通过的会议记录，在决议通过后的合理时间内由董事签署。 |
(3C) The director of a company with only one director who has passed a resolution or made a declaration must sign the minutes thereof within a reasonable time after the resolution is passed or the declaration is made.
(3C) 对于仅有一名董事的公司，该董事在通过决议或作出声明后，须在合理时间内签署相关会议记录。 |
(3D) Minutes entered in accordance with subsection (3A) and purportedly signed in accordance with subsection (3B) or (3C) (as the case may be) are evidence of the resolution or declaration to which they relate, unless the contrary is proved.
(3D) 根据第(3A)款规定记录并声称依照第(3B)款或第(3C)款（视情况而定）签署的会议记录，可作为其所涉决议或声明的证据，除非有相反证明。 |
(4) If default is made in complying with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 and also to a default penalty.
(4) 如违反本节规定，该公司及每位失职的高级管理人员均属犯罪，一经定罪，可处以不超过 2000 新元的罚款，并另处失责罚金。 |
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Inspection of minute books
查阅会议记录簿 |
189.—(1) The books mentioned in section 188(1) and (3A) must be kept by the company at the registered office or the principal place of business in Singapore of the company, and must be open to the inspection of any member without charge.
第一百八十九条 (1) 根据第一百八十八条第一款及第三款之一所述之簿册，须由公司存放于其在新加坡的注册办事处或主要营业场所，并应免费供任何成员查阅。(2) Any member is entitled to be furnished within 14 days after the member has made a request in writing in that behalf to the company with a copy of any minutes specified in section 188(1) or (3A) at a charge not exceeding $1 for every page thereof.
(2) 任何成员有权在向公司提出书面请求后十四日内，以每页不超过 1 元之费用，获取第一百八十八条第一款或第三款之一所规定的任何会议记录副本。 |
(2A) Subsection (1) does not apply to books containing minutes of proceedings of meetings of a company’s directors and of its chief executive officers, or (as the case may be) books containing minutes of the passing of resolutions and the making of declarations by the director of a company that has only one director; and subsection (2) does not apply to any of those minutes.
(2A) 第一款不适用于记载公司董事及首席执行官会议程序的簿册，或（视情况而定）记载单一董事公司决议通过及声明作出的簿册；第二款亦不适用于上述任何会议记录。[36/2014] |
(3) If any copy required under this section is not so furnished the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and also to a default penalty.
(3) 若未按本节规定提交所需副本，该公司及每位失职的高级职员均属违法，一经定罪，可处以不超过 400 美元的罚款，并另处拖欠罚款。 |
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Division 4 — Register of members kept by public company
第四分部——公众公司成员名册 |
[36/2014] Application and interpretation of Division
分部的适用与解释 |
| 189A.—(1) This Division applies only in relation to a public company. [36/2014] [2014 年第 36 号法案]
189A.—(1) 本编仅适用于公众公司。(2) In this Division, a reference to the register means the register of members required to be kept by a public company under section 190(1).
(2) 在本编中，凡提及登记册之处，均指公众公司根据第 190(1)条规定必须备存的成员登记册。[36/2014] |
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Register and index of members of public companies
公众公司成员登记册及索引 |
190.—(1) Every public company must keep a register of its members and enter therein —
—(1) 每家公众公司必须备存一份成员登记册，并载入以下内容——| (a) | the names and addresses of the members, and in the case of a public company having a share capital a statement of the shares held by each member, distinguishing each share by its number (if any) or by the number (if any) of the certificate evidencing the member’s holding and of the amount paid or agreed to be considered as paid on the shares of each member;
成员的姓名及地址；若为拥有股本的公众公司，则须载明每位成员所持股份的详情，通过股份编号（如有）或证明成员持股的证书编号（如有）加以区分，并注明每位成员已支付或视为已支付的股份金额； | | (b) | the date at which the name of each person was entered in the register as a member;
每位人士登记为成员的日期； | | (c) | the date at which any person who ceased to be a member during the previous 7 years so ceased to be a member; and
过去 7 年内任何终止成员身份人士的终止日期；以及 | | (d) | in the case of a public company having a share capital, the date of every allotment of shares to members and the number of shares comprised in each allotment.
对于拥有股本之公众公司，须记录每次向成员配发股份的日期及每次配发所包含的股份数量。[36/2014] |
(2) Despite anything in subsection (1), where the public company has converted any of its shares into stock and given notice of the conversion to the Registrar, the company must alter the register to show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (1)(a).
(2) 尽管第(1)款有任何规定，若公众公司已将其任何股份转换为股本并向注册官发出转换通知，则该公司须更改登记册，以显示每名成员所持股本金额或股本单位数量，而非股份数量及第(1)(a)款规定的股份相关详情。[36/2014] |
(2A) Where a public company purchases one or more of its own shares or stocks in circumstances in which section 76H applies —
(2A) 当上市公司根据第 76H 条规定收购其自身一股或多股股份时——| (a) | the requirements of subsections (1)(a), (b) and (c) and (2) must be complied with unless the public company cancels all of the shares or stocks immediately after the purchase in accordance with section 76K(1); but
必须遵守第(1)款(a)、(b)、(c)项及第(2)款的要求，除非该公众公司在购回后立即根据第 76K(1)条注销全部股份；但 | | (b) | any share or stock which is so cancelled is to be disregarded for the purposes of subsections (1)(a) and (2).
任何如此注销的股份在第(1)款(a)项及第(2)款的目的下应不予考虑。[36/2014] |
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(3) Despite anything in subsection (1), a public company may keep the names and particulars relating to persons who have ceased to be members of the company separately and the names and particulars relating to former members need not be supplied to any person who applies for a copy of the register unless the person specifically requests the names and particulars of former members.
(3) 尽管有第(1)款的规定，公众公司可将已终止作为公司成员的人士姓名及详情单独保存，且除非申请人特别要求提供前成员的姓名及详情，否则无需向申请获取登记册副本的人士提供前成员的姓名及详情。[36/2014] |
(4) The register of members is prima facie evidence of any matters inserted therein as required or authorised by this Act.
(4) 股东名册是本条例规定或授权载入事项的表面证据。 |
Index of members of public company
上市公司股东名册索引 |
(5) Every public company having more than 50 members must, unless the register of members is in such a form as to constitute in itself an index, keep an index in convenient form of the names of the members and must, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index.
(5) 凡股东人数超过 50 人的上市公司，若其股东名册本身未构成索引形式，则须以便于查阅的方式编制股东姓名索引，并在股东名册发生变更后 14 日内对索引作出相应修改。[36/2014] |
(6) The index must in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.
(6) 索引须载有足以识别每位股东的充分信息，确保能便捷查找到该股东在名册中的账户记录。 |
(7) If default is made in complying with this section, the public company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
(7) 如违反本条规定，该公众公司及每位失责高级人员均属犯罪，一经定罪，可处以不超过 1,000 元的罚款，并另处失责罚金。[36/2014] |
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Where register to be kept
股东名册存放地点 |
191.—(1) The register of members and index (if any) must be kept at the registered office of the public company, but —| (a) | if the work of making them up is done at another office of the company in Singapore they may be kept at that other office; or
若编制工作在新加坡境内的其他办事处完成，则可存放于该办事处；或 | | (b) | if the company arranges with some other person to make up the register and index (if any) on its behalf they may be kept at the office of that other person at which the work is done if that office is in Singapore.
若公司委托他人代为编制股东名册及索引（如有），且该编制工作于新加坡境内进行，则可存放于受托人的办公场所。[36/2014] |
第一百九十一条——(1) 公众公司的股东名册及索引（如有）须存放于公司注册办事处，但——(2) Every public company must, within 14 days after the register and index, if any, are first kept at a place other than the registered office, lodge with the Registrar notice of the place where the register and index (if any) are kept and must, within 14 days after any change in the place at which the register and index (if any) are kept, lodge with the Registrar notice of the change.
(2) 每家公众公司必须在股东名册及索引（如有）首次存放于注册办事处以外地点后的 14 天内，向注册官提交该存放地点的通知；并必须在股东名册及索引（如有）存放地点发生任何变更后的 14 天内，向注册官提交变更通知。[36/2014] |
(3) If default is made in complying with this section, the public company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty.
(3) 若未遵守本条规定，该公众公司及每位失职的高级管理人员均属违法，一经定罪，可处以不超过 1000 元的罚款，并须缴纳失责罚金。[36/2014] |
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Inspection and closing of register
名册查阅与封闭 |
| 192.—(1) A public company may close the register of members or any class of members for one or more periods not exceeding 30 days in the aggregate in any calendar year. [36/2014]
192.—(1) 公众公司可封闭全体或某类别股东名册，每年累计封闭期不得超过 30 天。(2) The register and index must be open to the inspection of any member without charge and of any other person on payment for each inspection of $1 or such less sum as the public company requires.
(2) 该登记册及索引必须免费供公司任何成员查阅，其他人士每次查阅则须支付 1 新元或该公司规定的更低费用。[36/2014] |
(3) Any member or other person may request the public company to furnish that member or other person with a copy of the register, or of any part thereof, but only so far as it relates to names, addresses, number of shares held and amounts paid on shares, on payment in advance of $1 or such less sum as the company requires for every page thereof required to be copied and the company must cause any copy so requested by any person to be sent to that person within a period of 21 days or within such further period as the Registrar considers reasonable in the circumstances commencing on the day next after the day on which the request is received by the company.
(3) 任何成员或其他人士可要求公众公司提供登记册或其任何部分的副本（仅限于涉及姓名、地址、持股数量及已缴股款的内容），但须预先按每页 1 新元或公司规定的更低标准支付复印费。公司必须在收到请求后的 21 日内，或在注册官根据具体情况认为合理的更长期限内，将所要求的副本寄送给请求人。[36/2014] |
(4) If any copy so requested is not sent within the period prescribed by subsection (3), the public company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $400 and also to a default penalty.
(4) 若未能在第(3)款规定期限内提供所要求的副本，该公众公司及其每位失职高级职员均属违法，一经定罪，可处以不超过 400 元的罚款，并须缴纳滞纳罚金。[36/2014] |
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Consequences of default by agent
代理人违约的后果 |
193. Where, by virtue of section 191(1)(b), the register of members is kept at the office of some person other than the public company, and by reason of any default of the person the company fails to comply with section 191(1) or (2) or with section 192 or with any requirements of this Act as to the production of the register, that other person shall be liable to the same penalties as if that other person were an officer of the company who was in default, and the power of the Court under section 399 extends to the making of orders against that other person and that other person’s officers and employees.
193. 如依据第 191(1)(b)条规定，某公众公司的股东名册由非该公司的人员负责保管，且因该保管人的任何过失导致公司未能遵守第 191(1)或(2)条、第 192 条或本法关于提供名册的任何要求，则该保管人应承担与公司失职高级管理人员相同的处罚；同时，法院根据第 399 条享有的权力可扩展至对该保管人及其高级管理人员和雇员作出命令。[36/2014] |
| Power of Court to rectify register |
194.—(1) If —| (a) | the name of any person is without sufficient cause entered in or omitted from the register; or | | (b) | default is made or unnecessary delay takes place in entering in the register the fact of any person having ceased to be a member, |
| the person aggrieved or any member or the public company may apply to the Court for rectification of the register, and the Court may refuse the application or may order rectification of the register and payment by the company of any damages sustained by any party to the application. |
[36/2014] (2) On any application under subsection (1), the Court may decide —| (a) | any question relating to the title of any person who is a party to the application to have the person’s name entered in or omitted from the register, whether the question arises between members or alleged members or between members or alleged members on the one hand and the public company on the other hand; and | | (b) | generally, any question necessary or expedient to be decided for the rectification of the register. [36/2014] |
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| (3) The Court when making an order for rectification of the register must by its order direct a notice of the rectification to be so lodged. |
| (4) No application for the rectification of a register in respect of an entry which was made in the register more than 30 years before the date of the application may be entertained by the Court. |
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| Limitation of liability of trustee, etc., registered as holder of shares |
| 195.—(1) Any trustee, executor or administrator of the estate of any deceased person who was registered in a register as the holder of a share in any company may become registered as the holder of that share as trustee, executor or administrator of that estate and is in respect of that share subject to the same liabilities and no more as he or she would have been subject to if the share had remained registered in the name of the deceased person. [15/2017] | (2) Any trustee, executor or administrator of the estate of any deceased person who was beneficially entitled to a share in any company being a share registered in a register may with the consent of the company and of the registered holder of that share become registered as the holder of the share as trustee, executor or administrator of that estate and is in respect of the share subject to the same liabilities and no more as he or she would have been subject to if the share had been registered in the name of the deceased person. [15/2017] |
| (3) Shares in a company registered in a register and held by a trustee in respect of a particular trust must at the request of the trustee be marked in the register in such a way as to identify them as being held in respect of the trust. [15/2017] |
| (4) Subject to this section, no notice of any trust expressed, implied or constructive may be entered in a register or be receivable by the Registrar and no liabilities are affected by anything done pursuant to subsection (1), (2) or (3) or pursuant to the law of any other place which corresponds to this section and the company concerned is not affected by notice of any trust by anything so done. [15/2017] |
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| 196.—(1) A public company having a share capital may cause to be kept in any place outside Singapore a branch register of members which is deemed to be part of the company’s register of members. [36/2014] | (2) The public company must lodge with the Registrar notice of the situation of the office where any branch register is kept and of any change in its situation, and if it is discontinued of its discontinuance, and any such notice must be lodged within 14 days after the opening of the office or of the change or discontinuance, as the case may be. [36/2014] |
| (3) A branch register must be kept in the same manner in which the principal register is by this Act required to be kept. |
| (4) The public company must transmit to the office at which its principal register is kept a copy of every entry in its branch register as soon as possible after the entry is made, and must cause to be kept at that office duly entered up from time to time a duplicate of its branch register, which is for all purposes of this Act deemed to be part of the principal register. [36/2014] |
| (5) Subject to this section with respect to the duplicate register, the shares registered in a branch register must be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a branch register may during the continuance of that registration be registered in any other register. |
| (6) A public company may discontinue a branch register and thereupon all entries in that register must be transferred to some other branch register kept by the company in the same place or to the principal register. [36/2014] |
| (7) This section applies to all public companies incorporated in Singapore. [36/2014] |
| (8) If by virtue of the law in force in any other country any corporation incorporated under that law keeps in Singapore a branch register of its members, the Minister may by order declare that the provisions of this Act relating to inspection, place of keeping and rectification of registers of members apply, subject to any modifications specified in the order, to and in relation to any such branch register kept in Singapore as they apply to and in relation to the registers of companies under this Act and thereupon those provisions are to apply accordingly. |
| (9) If default is made in complying with this section, the public company and every officer of the company who is in default and every person who, pursuant to section 191, has arranged to make up the principal register, and who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000 and also to a default penalty. [36/2014] |
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| Division 4A — Electronic register of members kept by Registrar |
| Electronic register of members |
| 196A.—(1) On and after 3 January 2016, the Registrar must, in respect of every private company, keep and maintain an electronic register of members of that company containing such information notified to the Registrar on or after that date. [36/2014] (2) The electronic register of members of a private company must be kept in such form as the Registrar may determine and must contain —| (a) | the following information:| (i) | the names of the members; | | (ii) | the residential address and contact address (if the member is an individual) or address (if otherwise) of each member; [Act 21 of 2024 wef 09/12/2024] | | (iii) | in the case of a company having a share capital —| (A) | a statement of the shares held by each member of the amount paid or agreed to be considered as paid on the shares of each member; and | | (B) | the date of every allotment of shares to members (including any deemed allotment as defined in section 63(3)) and the number of shares comprised in each allotment; |
| | (iv) | the date on which the name of each person was entered in the register as a member; | | (v) | the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member; and |
| | (b) | any change to the information referred to in paragraph (a)(i), (ii) and (iii) that occurs on or after 3 January 2016. [36/2014] |
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| (3) Where a private company has converted any of its shares into stock and the company notifies the Registrar of this fact, the register must show the amount of stock or number of stock units held by each member instead of the number of shares and the particulars relating to shares specified in subsection (2)(a). [36/2014] |
| (4) Particulars of any change in the information referred to in subsection (2) must be given to the Registrar where a private company purchases one or more of its shares or stocks in circumstances in which section 76H applies unless the company cancels all the shares or stocks immediately after the purchase in accordance with section 76K(1). [36/2014] |
| (5) The Registrar must update the electronic register of members in accordance with any change that is required or authorised by any provision of this Act to be lodged with the Registrar, including section 31(1), 63(1), 70(6), 71(1B), 74A(3), 76B(7), 76K(1A), 126(2) or 128(1)(a). [36/2014] |
| (6) An entry in the register of members required to be kept by the Registrar under this section is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the register of members. [36/2014] |
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| Information to be provided by pre‑existing private companies |
196B.—(1) A private company incorporated, or converted from a public company, before 3 January 2016 must lodge with the Registrar the information necessary to be included in the company’s electronic register of members under section 196A within the earlier of the following dates:| (a) | 6 months after 3 January 2016; | | (b) | the date on which the first return under section 197 is required to be lodged with the Registrar after 3 January 2016. [36/2014] |
| (2) If a private company to which subsection (1) applies fails to lodge any of the information that it is required to lodge under that subsection, the Registrar may, in place of the omitted information, enter in the electronic register of members the corresponding information contained in the register of members kept by the company under section 190 in force immediately before 3 January 2016. [36/2014] |
| (3) The Registrar may extend the time for furnishing the information under subsection (1) if the Registrar considers it fair and reasonable to do so in the circumstances of the case. [36/2014] |
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| Application of sections 194 and 195 |
| 196C.—(1) Section 194 applies in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A as if a reference to a register under section 194 referred to the electronic register of members of the private company in question. [36/2014] (2) Section 195 applies in respect of the electronic register of members of a private company required to be kept by the Registrar under section 196A but with the following modifications:| (a) | a reference to a register under section 194 refers to the electronic register of members of the private company in question; | | (b) | the reference to any branch register were omitted; | | (c) | the company is required to notify the Registrar of any request made by a trustee under section 195(3) for the relevant shares to be marked in the electronic register of members as to identify the shares being held in respect of a trust within 14 days after the request. [36/2014] |
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| Maintenance of old register of members |
196D.—(1) Subject to subsections (2) and (3), a private company incorporated, or which was converted from a public company before 3 January 2016 must —| (a) | continue to keep any branch register of members under section 196 in force immediately before 3 January 2016 for a period of 7 years after that date; and | | (b) | continue to keep its register of members under section 190(1) in force immediately before 3 January 2016 for a period of 7 years after the last member referred to in the register ceases to be a member of the company. [36/2014] |
| (2) A private company is not required to update the branch register or the register of members required to be kept under subsection (1) with any changes in the particulars therein that occurred on or after the date on which the company furnishes the information required to be furnished to the Registrar under section 196B(1). [36/2014] |
(3) Until the expiry of the period for which any branch register and register of members is required to be kept under subsection (1) but subject to subsection (2) —| (a) | sections 190, 191, 192(2), (3) and (4), 194, 195 and 196 in force immediately before 3 January 2016 continue, with the necessary modifications, to apply in relation to the branch register and register of members required to be kept under subsection (1); and | | (b) | any non‑compliance with the sections mentioned in paragraph (a) may be dealt with and punished in accordance with those provisions as if they were in force immediately before 3 January 2016. [36/2014] |
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| Transitional provision on keeping of residential address and contact address of members of private company |
196E. As from the date of commencement of section 43 of the ACRA (Registry and Regulatory Enhancements) Act 2024, the Registrar must cause —| (a) | the address contained in the electronic register of members of each member who is an individual to be kept as the residential address of that member and, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date, also as the contact address of that member; and | | (b) | that contact address to be made available for public inspection and access under section 12(2)(d) as the address of that member. [Act 21 of 2024 wef 09/12/2024] |
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| Division 5 — Annual return |
| Annual return by companies |
197.—(1) Every company, other than a company mentioned in subsection (1A), must lodge a return with the Registrar after its annual general meeting —| (a) | in the case of a listed company — within 5 months after the end of its financial year; and | | (b) | in any other case — within 7 months after the end of its financial year. [15/2017] |
(1A) A company having a share capital and keeping a branch register in any place outside Singapore must lodge a return with the Registrar after its annual general meeting —| (a) | in the case of a listed company — within 6 months after the end of its financial year; and | | (b) | in any other case — within 8 months after the end of its financial year. [15/2017] |
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(1B) The Registrar may, if the Registrar thinks there are special reasons to do so, extend any period within which a company must lodge a return under subsection (1) or (1A) —| (a) | upon an application by the company; or | | (b) | in respect of any prescribed class of companies. [15/2017] |
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(2) The return mentioned in subsections (1) and (1A) —| (a) | must be in such form; | | (b) | must contain such particulars and information; and | | (c) | must be accompanied by such documents, |
[36/2014; 15/2017] |
| (3) The particulars to be contained in, and the documents that are to accompany, the return mentioned in subsection (1) may differ according to the class or description of company prescribed. [36/2014] |
| (4) If a private company is required under section 175A(4) to hold an annual general meeting for a financial year after it has lodged its annual return for that financial year, the company must lodge a notice of the date on which the annual general meeting was held with the Registrar within 14 days after that date. [15/2017] |
| (5) [Deleted by Act 15 of 2017] |
| (6) If a company fails to comply with this section, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. [36/2014] |
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| Financial year of company |
198.—(1) Where a company is incorporated on or after 31 August 2018 —| (a) | the company’s first financial year starts on the company’s date of incorporation and, subject to subsection (4), ends on the last day of the company’s first financial year as furnished under section 19(1)(b); and | | (b) | each of the company’s subsequent financial years starts immediately after the end of the previous financial year and ends on the last day of a period of 12 months (or such other regular interval as the Registrar may allow). [15/2017] |
| (2) A company’s first financial year must not be longer than 18 months unless the Registrar on the application of the company otherwise approves. [15/2017] |
(3) Where a company was incorporated before 31 August 2018 —| (a) | the last day of the financial year for the company’s first financial year ending on or after 31 August 2018 is —| (i) | where the company had, before 31 August 2018, lodged an annual return, or lodged a notification with the Registrar informing the Registrar of the end of the company’s financial year — the anniversary of the last day of the financial year as indicated by the company in the last annual return or last such notification with the Registrar; or | | (ii) | where the company had not, before 31 August 2018, lodged an annual return, or lodged a notification with the Registrar informing the Registrar of the end of the company’s financial year — the anniversary of the date of incorporation of the company; and |
| | (b) | each of the company’s subsequent financial years starts immediately after the end of the previous financial year and ends on the last day of a period of 12 months (or such other regular interval as the Registrar may allow). [15/2017] |
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| (4) Despite subsections (1) and (3), but subject to subsections (5) and (6), a company may by notice lodged with the Registrar in the prescribed form specify a new date as the last day of the company’s financial year to apply to its previous or current financial year. [15/2017] |
(5) The Registrar’s approval must be obtained if the notice mentioned in subsection (4) —| (a) | results in a financial year being longer than 18 months; or | | (b) | is lodged less than 5 years after the end of an earlier financial year that ended on a date on or after 31 August 2018, if the end of that earlier financial year was changed under this section. [15/2017] |
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(6) The notice under subsection (4) cannot specify a new date as the last day of the company’s financial year —| (a) | after the expiry of the period under section 175 within which an annual general meeting of the company must be held after that financial year; | | (b) | after the expiry of the period under section 197 within which an annual return of the company must be lodged with the Registrar after that financial year; or | | (c) | after the expiry of the period under section 203 within which a copy of the financial statements, or consolidated financial statements, balance sheet, and documents mentioned in section 203(1) are required to be sent to all persons entitled to receive notice of general meetings of the company. [15/2017] |
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(7) For the purposes of —| (a) | subsection (3)(a)(i), where the last day of the financial year of a company as indicated in the last annual return or in the last notification with the Registrar informing the Registrar of the last day of the company’s financial year falls on 29 February, the anniversary of that date in a year that is not a leap year is to be taken as 28 February; and | | (b) | subsection (3)(a)(ii), where the date of incorporation of a company falls on 29 February, the anniversary of that date in a year that is not a leap year is to be taken as 28 February. [15/2017] |
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