DRAFT SINGAPORE VARIABLE CAPITAL …

1 Annex B. DRAFT SINGAPORE VARIABLE CAPITAL companies ACT. DISCLAIMER: This version of the SINGAPORE VARIABLE CAPITAL companies Act is in DRAFT form and subject to change. It is also subject to review by the Attorney-General's Chambers. CHAPTER [ ]. SINGAPORE VARIABLE CAPITAL companies Act ARRANGEMENT OF SECTIONS. PART 1. PRELIMINARY. Section 1. Short title and commencement 2. Interpretation 3. Interests in shares PART 2. ADMINISTRATION OF THIS ACT. Division 1 Preliminary 4. Administration of Act Division 2 Administration of this Act (except Part 8). 5. Appointment of Registrar of S-VACCs, etc. 6.

2 Inspection of books of S-VACC. 7. Power of Magistrate to issue warrant to seize books 8. Copies of or extracts from books to be admitted in evidence 9. Destruction, mutilation, etc., of S-VACC documents 10. Saving for advocates and solicitors 11. Investigation of certain matters 12. Security of information 13. Approved liquidators 14. S-VACC auditors 15. Disqualification of liquidators 16. Registers 17. Electronic transaction system 18. Rectification by High Court 19. Rectification by Registrar on application 20. Rectification or updating on Registrar's initiative 21. Enforcement of duty to make returns 22.

3 Relodging of lost registered documents 1. 23. Size, durability and legibility of documents delivered to Registrar 24. Appeal 25. Rules 26. Regulations PART 3. SOLE OBJECT OF S-VACCS. 27. Sole object of S-VACC. PART 4. CONSTITUTION OF S-VACCS. Division 1 Incorporation 28. Formation of S-VACC. 29. Registration and incorporation 30. Power to refuse registration 31. Minimum number of members 32. Constitution 33. Membership of holding company Division 2 Powers 34. Capacity and powers of S-VACC. 35. Power of S-VACC to provide for employees on cessation of business 36. Ultra vires transactions 37. No constructive notice 38.

4 Power of directors to bind S-VACC. 39. Constitutional limitations: transactions with directors or their associates 40. Persons connected with director in section 39. 41. General provisions as to alteration of constitution 42. Name of S-VACC. 43. Change of name 44. Regulations for S-VACC. 45. Holding out as S-VACC. 46. Effect of constitution 47. Copies of constitution 48. Ratification by S-VACC of contracts made before incorporation 49. Form of contract 50. Common seal 51. Execution of deeds by S-VACC. 52. Alternative to sealing 2. PART 5. SUB-FUNDS. 53. Registration of Sub-Funds 54. Duty of S-VACC to provide information on Sub-Funds 55.

5 Segregated liability of Sub-Funds 56. Penalty for failure to ensure segregated liability of Sub-Funds 57. Cross Sub-Fund investment PART 6. SHARES, DEBENTURES AND CHARGES. Division 1 Shares 58. Rights and powers attaching to shares 59. Differences in calls and payments, etc. 60. Share warrants 61. Validation of shares improperly issued 62. Redenomination of shares 63. Effect of redenomination 64. Rights of holders of classes of shares 65. Conversion of shares 66. Power to repurchase or redeem own shares 67. Treatment of repurchased or redeemed shares Division 2 Debentures 68. Register of debenture holders and copies of trust deed 69.

6 Specific performance of contracts to subscribe for debentures 70. Perpetual debentures 71. Reissue of redeemed debentures 72. Power of Court in relation to certain irredeemable debentures Division 3 Titles and Transfers 73. Nature of shares 74. Numbering of shares 75. Shares certificates 76. Certificate to be evidence of title 77. S-VACC may have duplicate common seal 78. Loss or destruction of certificates 79. Transfer of shares or debentures 80. Registration of transfer at request of transferor by S-VACCs 81. Refusal to register transfer by S-VACC. 3. 82. Certification of transfer of shares 83.

7 Transfer by personal representative Division 4 Register of Members 84. Interpretation of Division 85. Register of members 86. Where register to be kept 87. Inspection of register 88. Consequences of failure to comply with requirements as to register owing to agent's default 89. Power of Court to rectify register 90. Limitation of liability of trustee, etc., registered as holder of shares 91. Personal remedies in cases of oppression or injustice 92. Derivative or representative actions 93. Evidence of shareholders' approval not decisive Court approval to discontinue action under section 92. Division 5 Register of Charges 94.

8 Registration of charges created by S-VACCs 95. Duty to register charges 96. Duty of S-VACC to register charges existing on property acquired 97. Register of charges to be kept by Registrar 98. Endorsement of certificate of registration on debentures 99. Entries of satisfaction and release of property from charge 100. Extension of time for registration of charges and rectification of register 101. S-VACC to keep copies of charging instruments and register of charges 102. Documents made out of SINGAPORE PART 7. MANAGEMENT AND ADMINISTRATION. Division 1 Office and Name 103. Registered office 104.

9 Office hours 105. Disclosure of name, registration number etc. Division 2 Fund Managers 106. Fund manager 4. 107. Restrictions on appointment or advertisement of fund manager Division 3 Directors and Officers 108. Directors 109. Restrictions on appointment or advertisement of director 110. Requirement to be fit and proper person 111. Restriction on undischarged bankrupt 112. Disqualification of unfit directors of insolvent companies 113. Disqualification of directors of companies wound up on grounds of national security or interest 114. Appointment of directors by ordinary resolution 115. Appointment of directors to be voted on individually 116.

10 Validity of acts of directors and officers 117. Removal of directors 118. Disqualification to act as director on conviction of certain offences etc. 119. Disqualification for persistent default in relation to delivery of documents to Registrar 120. Disqualification for being director in not less than 3 companies which were struck off within 5-year period 121. Debarment for default of relevant requirement of this Act 122. Disqualification under Limited Liability Partnerships Act 123. Disclosure of interests in transactions, property, offices, etc. 124. As to the duty and liability of officers 125.