The Annotated Singapore Companies Act, Second Edition


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The Annotated Singapore Companies Act
Mar 2024

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The Annotated Singapore Companies Act provides invaluable section-by-section annotations to the Singapore Companies Act, Cap 50 throwing light on the application and interpretation of the provisions of the Act. 

The high-quality annotations are insightful, practical and authoritative, enabling a confident understanding of the workings of the Act. The key terms and phrases in each section are explained by reference to local and foreign case law as well as academic writing. 
This publication facilitates quick and easy research with the inclusion of cross-references from the provision being annotated to related provisions which work together with it. 
The impact of the wide-ranging amendments brought in by the Companies (Amendment) Act 2014 as well as the Companies (Amendment) Act 2017, and the consolidation of the relevant sections on corporate rescue and insolvency with the Bankruptcy Act, Cap 20 into the Insolvency, Restructuring and Dissolution Act, 2018  is covered to make this publication fully up-to-date.
Significant amendments to the Act, covered in this title:
1. Establishes a new regime to enable a foreign corporate entity to transfer its registration to Singapore
2. Simplifies the timelines for holding of an AGM and filing of returns and reduces regulatory burdens for companies
3. Introduces a new corporate vehicle through the Variable Capital Companies Act 2018 which serves as a structure for both open and closed-ended investment funds in Singapore.
4. Updated the previous edition with recent local and foreign cases from 2017 to June 2023.
Key features 
1. Provides insightful annotations to the Companies Act
2. Includes amendments made by the Companies (Amendment) Act 2014 and the Companies (Amendment) Act 2017 and the impact of the Insolvency, Restructuring and Dissolution Act, 2018
3. Prepared by an author with both broad academic and practical experience
4. Contains rich citation of local and foreign case law
5. Comprised of general overview, explanation of key terms/phrases, definitions, and cross-reference to related provisions
General structure of each annotation:
1. General overview
2. Detailed notes on key terms/phrases
3. Signposts to specific definition within the Act
4. Cross-references to related statutory provisions
About the author
Dr Tan Lay Hong has had 6 years’ civil litigation experience at the Singapore bar before joining academia in Nanyang Business School, NTU. She was a tenured Associate Professor at Nanyang Business School for 24 years before re-joining practise as a Consultant. Dr Tan is an avid writer and has achieved academic recognition by her publications in The International and Comparative Quarterly, The Journal of Corporate Law, The Australian Law Journal and The Journal of Trade and Investment. She has garnered 201 citations for all her articles. Her most recent work is the Annotations to the Companies Act, Cap 50, 2nd edition. In 2013, she was featured in The Straits Times, Scholars’ ” Choice as an inspirational professor who “went the extra mile” for her students. In From 2018 to 2020, she was a volunteer at the Legal Aid Bureau and an instructor at the NUS Law School, Pro Bono and Legal Clinic. In 2021, she taught the Singapore Legal System to the foreign graduates and lawyers in Part A of the Singapore bar exams. She is an honorary legal adviser to the Singapore Federation of Karate-do. Currently, she is practising as a Consultant at Temple Counsel LLP.


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