All of the following statements regarding the appointment sheet are accurate except:
PART 1 Show 1. This Act is the Companies Act 1967. 2. This Act is divided into Parts and Divisions as follows:
3.—(1) The written laws mentioned in the First Schedule to the extent to which they are therein expressed to be repealed or amended are repealed or amended accordingly. (2) Unless the contrary intention appears in this Act —
(3) Nothing in this Act affects the Table in any repealed written law corresponding to Table A in the repealed Fourth Schedule in force immediately before 3 January 2016 or any part thereof (either as originally enacted or as altered pursuant to any statutory power) or the corresponding Table in any former written law relating to companies (either as originally enacted or as so altered) so far as the same applies to any company existing on 29 December 1967. [36/2014] 4.—(1) In this Act, unless the contrary intention appears — “accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act 2004; “accounting entity” means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership; “accounting firm”
means a firm approved or deemed to be approved as an accounting firm under the Accountants Act 2004; “accounting limited liability partnership” means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Act 2004; “accounting records”, in relation to a corporation, includes such working papers and other documents as are necessary to explain the methods and calculations by which accounts of the corporation are made up; “Accounting Standards” means the accounting standards made or formulated by the Accounting Standards Council under Part 3 of the Accounting Standards Act 2007 and applicable to companies and to foreign companies in respect of their operations in Singapore for the purposes of this Act; “accounts” means profit and loss accounts and balance sheets and includes notes (other than auditors’ reports or directors’ reports) attached or intended to be read with any of those profit and
loss accounts or balance sheets; “Act” includes any regulations; “alternate address” means —
“annual general meeting”, in relation to a company, means a meeting of the company required to be held by section 175; “annual return” means the return required to be lodged under section 197(1); “approved exchange in Singapore” means an approved exchange as defined in section 2(1) of the Securities and Futures Act 2001; “audit requirements” means the requirements of sections 201(8) and (9) and 207; “Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004; “Authority’s website” means the Authority’s Internet website; “banking corporation” means a bank or merchant bank licensed under the Banking Act 1970; “book‑entry securities” has the meaning given by section 81SF of the Securities and Futures Act 2001; “books” includes any account, deed, writing or document and any other record of information, however compiled, recorded or stored, whether in written or printed form or on microfilm or by electronic process or otherwise; “borrowing corporation” means a corporation that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debentures of the corporation; “branch register”, in relation to a company, means —
“business day” means any day other than a Saturday, Sunday or public holiday; “certified”, in relation to a copy of a document, means certified in the prescribed manner to be a true copy of the document and, in relation to a translation of a document, means certified in the prescribed manner to be a correct translation of the document into the English language; “charge” includes a mortgage and any agreement to give or execute a charge or mortgage whether upon demand or otherwise; “chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —
“commencement of winding up” —
“company” means a company incorporated under this Act or under any corresponding previous written law; “company having a share capital” includes an unlimited company with a share capital; “company limited by guarantee” means a company formed on the principle of having the liability of its members limited by the constitution to such amount as the members may respectively undertake to contribute to the assets of the company in the event of its being wound up; “company limited by shares” means a company formed on the principle of having the liability of its members limited by the constitution to the amount (if any) unpaid on the shares respectively held by them; “constitution”, in relation to a company, means —
“contributory”, in relation to a company, means a person liable to contribute to the assets of the company in the event of its being wound up, and includes the holder of fully paid shares in the company and, prior to the final determination of the persons who are contributories, includes any person alleged to be a contributory; “corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —
“Court” means the General Division of the High Court; “corresponding previous written law” means any written law relating to companies which has been at any time in force in Singapore and which corresponds with any provision in this Act; “debenture” includes debenture stock, bonds, notes and any other securities of a corporation whether constituting a charge on the assets of the corporation or not, but does not include —
“default penalty” means a default penalty within the meaning of section 408; “Depository” has the meaning given by section 81SF of the Securities and Futures Act 2001; “director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director; “document” includes summons, order and other legal process, and notice and register; “electronic communication” means communication transmitted (whether from one person to another, from one device to another, from a person to a device or from a device to a person) —
such that it can (where particular conditions are met) be received in legible form or be made legible following receipt in non‑legible form; “emoluments”, in relation to a director or auditor of a company, includes any fees, percentages and other payments made (including the money value of any allowances or perquisites) or consideration given, directly or indirectly, to the director or auditor by that company or by a holding company or a subsidiary of that company, whether made or given to the director or auditor in the director’s or auditor’s capacity as such or otherwise in connection with the affairs of that company or of the holding company or the subsidiary; “exempt private company” means —
“expert” includes an engineer, a valuer, an accountant and any other person whose profession or reputation gives authority to a statement made by him or her; “filed” means filed under this Act or any corresponding previous written law; “financial year” —
“foreign company” means —
“identification” means —
“liquidator” includes the Official Receiver when acting as the liquidator of a corporation; “limited company” means a company limited by shares or by guarantee or, prior to the expiry of the period of 2 years as specified in section 17(6), a company limited both by shares and guarantee; “limited liability partnership” has the meaning given by section 2(1) of the Limited Liability Partnerships Act 2005; “listed”, in relation to a company or corporation, means a company or corporation that has been admitted to the official list of an approved exchange in Singapore and has not been removed from that official list; “lodged” means lodged under this Act or any corresponding previous written law; “marketable securities” means debentures, funds, stocks, shares or bonds of any government or of any local authority or of any corporation or society and includes any right or option in respect of shares in any corporation and units in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; “minimum subscription”, in relation to any shares offered to the public for subscription, means the amount stated in the prospectus relating to the offer as the minimum amount which in the opinion of the directors must be raised by the issue of the shares so offered; “office copy”, in relation to any Court order or other Court document, means a copy authenticated under the hand or seal of the Registrar or other proper officer of the Court; “officer”, in relation to a corporation, includes —
“Official Assignee” means the Official Assignee appointed under section 16(1) of the Insolvency, Restructuring and Dissolution Act 2018 and includes a Deputy Official Assignee, a Senior Assistant Official Assignee and an Assistant Official Assignee; “Official Receiver” means the Official Receiver appointed under section 17(1) of the Insolvency, Restructuring and Dissolution Act 2018 and includes a Deputy Official Receiver, a Senior Assistant Official Receiver and an Assistant Official Receiver; “prescribed” means prescribed under this Act or by the rules; “principal register”, in relation to a company, means the register of members of the company kept pursuant to section 190; “printed” includes typewritten or lithographed or reproduced by any mechanical means; “private company” means —
being a company which has not ceased to be a private company under section 31 or 32; “profit and loss account” includes income and expenditure account, revenue account or any other account showing the results of the business of a corporation for a period; “prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —
any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 257 of the Securities and Futures Act 2001, but does not include —
“public accountant” means a person who is registered or deemed to be registered under the Accountants Act 2004 as a public accountant; “public company” means a company other than a private company; “registered” means registered under this Act or any corresponding previous enactment; “registered qualified individual” means a qualified individual registered under section 32 of the Accounting and Corporate Regulatory Authority Act 2004; “Registrar” means the Registrar of Companies appointed under this Act and includes any Deputy or Assistant Registrar of Companies; “regulations” means regulations made under this Act; “related corporation”, in relation to a corporation, means a corporation that is deemed to be related to the firstmentioned corporation by virtue of section 6; “repealed written laws” means the written laws repealed by this Act; “residential address” means —
“Rules” means Rules of Court; “share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied; “solicitor” means an advocate and solicitor of the Supreme Court; “statutory meeting” means the meeting mentioned in section 174; “statutory report” means the report mentioned in section 174; “summary financial statement” means a summary financial statement referred to in section 203A; “telecommunication system” has the meaning given by the Telecommunications Act 1999; “treasury share” means a share which —
“unit”, in relation to a share, debenture or other interest, means any right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever name called and includes any option to acquire any such right or interest in the share, debenture or other interest; “unlimited company” means a company formed on the principle of having no limit placed on the liability of its members; “VCC” means a VCC or variable capital company as defined in section 2(1) of the VCC Act; “VCC Act” means the Variable Capital Companies Act 2018; “voting share”, in relation to a body corporate, means an issued share in the body corporate, not being —
(2) For the purposes of this Act, a person (A) is not regarded as a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act by reason only that the directors or the majority of the directors act on advice given by A in a professional capacity. [36/2014] (3) For the purposes of this Act, a statement included in a statement in lieu of prospectus is deemed to be untrue if it is misleading in the form and context in which it is included. When statement included in statement in lieu of prospectus (4) For the purposes of this Act, a statement is deemed to be included in a statement in lieu of prospectus if it is contained in any report or memorandum appearing on the face thereof or by reference incorporated therein or issued therewith. Invitation to lend money deemed invitation to purchase debentures (5) For the purposes of this Act, any invitation to the public to deposit money with or lend money to a corporation (other than a corporation that is a prescribed entity mentioned in section 239(4) of the Securities and Futures Act 2001 is deemed to be an invitation to subscribe for or purchase debentures of the corporation. (5A) For the purposes of this Act, any document that is issued or intended or required to be issued by a corporation acknowledging or evidencing or constituting an acknowledgment of the indebtedness of the corporation in respect of any money that is or may be deposited with or lent to the corporation in response to such an invitation is deemed to be a debenture. (6) [Deleted by Act 42 of 2001] (7) Unless the contrary intention appears, any reference in this Act to a person being or becoming bankrupt or to a person assigning the person’s estate for the benefit of the person’s creditors or making an arrangement with the person’s creditors under any written law relating to bankruptcy or to a person being an undischarged bankrupt or to any status, condition, act, matter or thing under or in relation to the law of bankruptcy is to be construed as including a reference to a person being or becoming bankrupt or insolvent or to a person making any such assignment or arrangement or to a person being an undischarged bankrupt or insolvent or to the corresponding status, condition, act, matter or thing (as the case requires) under any written law relating to bankruptcy or insolvency. As to what constitutes affairs of a corporation (8) A reference in section 8A, 8C, 8D, 216, Part 9 or section 402 to the affairs of a corporation is, unless the contrary intention appears, to be construed as including a reference to —
(9) For the purposes of this Act, wherever a reference to the affairs of a company or a foreign company appears it is to be construed as including a reference to the affairs of a corporation as defined in subsection (8). (10) A reference in this Act to the directors of a company is, in the case of a company which has only one director, to be construed as a reference to that director. (11) A reference in this Act to the doing of any act by 2 or more directors of a company is, in the case of a company which has only one director, to be construed as the doing of that act by that director. (12) For the purposes of section 20(3), 27(2), (5), (5AA), (5A) or (12C), 28(3), (3D), (3DA) or (3E), 29(8A), 155B(8), 359(9), 360(3), 369(2), 377(13) or 378(5), (9) or (16), any reference to the Minister includes a reference to a Minister of State for his or her Ministry who is authorised by the Minister for the purposes of hearing an appeal under that section. [36/2014; 15/2017; 40/2018] (13) With effect from 3 January 2016 —
Definition of subsidiary and holding company 5.—(1) For the purposes of this Act, a corporation is, subject to subsection (3), deemed to be a subsidiary of another corporation, if —
[36/2014] (2) For the purposes of subsection (1), the composition of a corporation’s board of directors is deemed to be controlled by another corporation if that other corporation by the exercise of some power exercisable by it without the consent or concurrence of any other person can appoint or remove all or a majority of the directors, and for the purposes of this provision that other corporation is deemed to have power to make such an appointment if —
(3) In determining whether one corporation is a subsidiary of another corporation —
(4) A reference in this Act to the holding company of a company or other corporation is a reference to a corporation of which that last mentioned company or corporation is a subsidiary. (5) For the purposes of this Act, the Depository is not to be regarded as a holding company of a corporation by reason only of the shares it holds in that corporation as a bare trustee. [36/2014] Definition of ultimate holding company 5A. For the purposes of this Act, a corporation is the ultimate holding company of another corporation if —
Definition of wholly owned subsidiary 5B. For the purposes of this Act, a corporation is a wholly owned subsidiary of another corporation if none of the members of the firstmentioned corporation is a person other than —
When corporations deemed to be related to each other 6. Where a corporation —
that firstmentioned corporation and that other corporation are for the purposes of this Act deemed to be related to each other. 7.—(1) The following subsections have effect for the purposes of Division 4 of Part 4 and sections 163, 164 and 165 and subsection (6A), in addition, also has effect for the purposes of section 244. [36/2014] (1A) Subject to this section, a person has an interest in shares if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those shares. [36/2014] (1B) For the purposes of subsection (1A), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular shares is, or is capable of being made, subject to restraint or restriction. [36/2014] (2) Where any property held in trust consists of or includes shares and a person knows, or has reasonable grounds for believing, that the person has an interest under the trust, the person is deemed to have an interest in those shares. [36/2014] (3) A unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001 —
does not constitute an interest in a share. (4) Where a body corporate has, or is by the provisions of this section deemed to have, an interest in a share and —
that person is deemed to have an interest in that share. (4A) Where a body corporate has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a share and —
entitled to exercise or control the exercise of not less than 20% of the voting power in the body corporate, that person is deemed to have an interest in that share. [36/2014] (5) For the purposes of subsection (4A), a person is an associate of another person if the firstmentioned person is —
(6) Where a person —
that person is deemed to have an interest in that share. (6A) For the purposes of Division 4 of Part 4 and sections 163 to 165 and 244, a book‑entry security is to be treated as if it were an interest in a share. [36/2014] (7) A person is not to be deemed not to have an interest in a share by reason only that the person has the interest in the share jointly with another person. (8) It is immaterial, for the purposes of determining whether a person has an interest in a share, that the interest cannot be related to a particular share. (9) There is to be disregarded —
(10) An interest in a share is not to be disregarded by reason only of —
Solvency statement and offence for making false statement 7A.—(1) In this Act, unless the context otherwise requires, “solvency statement”, in relation to a proposed redemption of preference shares by a company out of its capital under section 70, a proposed giving of financial assistance by a company under section 76(9A) or (9B) or a proposed
reduction by a company of its share capital under section 78B or 78C, means a statement by the directors of the company that they have formed the opinion —
being a statement which complies with subsection (2). [36/2014] (2) The solvency statement —
(3) In forming an opinion for the purposes of subsection (1)(a) and (b), the directors of the company must take into account all liabilities of the company (including contingent liabilities). (4) In determining, for the purposes of subsection (1)(c), whether the value of the company’s assets is or will become less than the value of its liabilities (including contingent liabilities) the directors of the company —
(5) In determining, for the purposes of subsection (4), the value of a contingent liability, the directors of a company may take into account —
(6) A director of a company who makes a solvency statement without having reasonable grounds for the opinions expressed in it shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 3 years or to both. Which of the following is not true regarding chart placement in the medical facility?chapter 10. Which of the following is an acceptable method to verify the patient's identity?which of the following is an acceptable method to verify the patient's identity? Ask her to state her date of birth and provide the last four digits of her Social Security Number. For the non-bilingual medical assistant, what technique may help with communication to non- English speaking patients?
What is the purpose of the callback verification procedure?Callback verification is simple and low-tech, confirming with a phone call that an invoice or other request for payment is authentic. The procedure and the telephone number to be used are pre-established and are not communicated electronically, keeping the arrangements out of view of thieves.
What is the definition of screening telephone calls?Definition of screen one's (telephone/phone) calls
: to let an answering machine answer one's phone in order to hear who is calling before deciding to talk to whoever it is.
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