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Legal and regulatory framework

Types of transaction

What types of transactions are classified as ‘corporate reorganisations’ in your jurisdiction?

In Singapore, corporate reorganisations by solvent businesses or firms may be effected through a variety of methods, including one or a combination of the following methods:

  • an intra-group transfer of business undertakings, assets or shares;
  • a divesture of a part of a company or firm to a third party. Third-party divestures may also be structured in a few ways, including:
  • an equity carveout where shares in a subsidiary are sold to a third party;
  • a spin-off where a new legal entity is created to house a particular part or division of the firm before sale; or
  • a split-off where some shareholders in the ultimate holding company are given shares in a division that is split off from its parent company in exchange for their shares in the ultimate holding company;
  • an amalgamation under the Companies Act, Chapter 50 of Singapore (the Companies Act). An amalgamation allows two or more Singapore-incorporated companies to amalgamate and continue as one of the amalgamating companies or as a newly formed company. When the amalgamation comes into effect, the property, rights and privileges, along with liabilities and obligations, of the amalgamating companies will be transferred to or vested in the amalgamated company. Amalgamations are voluntary and subject to approval by the boards and shareholders of the amalgamating companies. At the same time, the secured creditors of the companies will be notified and provided with an opportunity to object; or
  • a scheme of arrangement under section 210 of the Companies Act. A scheme of arrangement may involve the target company cancelling its existing shares and issuing new shares to the acquiring company, in consideration of the latter paying cash or issuing new shares in itself to the shareholders of the target company. Alternatively, the outstanding shares in the target company may be transferred from its shareholders to the acquiring company.

Rate of reorganisations

Has the number of corporate reorganisations in your jurisdiction increased or decreased this year compared with previous years? If so, why?

Singapore has consistently ranked near the top of the Index of Economic Freedom in recent years. Our open economy has meant there is an increasingly competitive environment for established firms, causing many to consider and undertake corporate reorganisations to streamline operations and improve profitability. In 2017, certain companies that are component stocks of the Straits Times Index (STI) announced reorganisation plans in the face of decreased profitability and increased competition.

While not traditionally seen as a form of corporate reorganisation, delistings and privatisations of companies listed on the Singapore Exchange Securities Trading Limited (SGX) are usually undertaken for the same reason as for reorganisations - to streamline the operations of the wider group. In recent times, the Singapore market has seen the delisting or privatisation of a number of companies. Notably, some companies on the STI have privatised their listed subsidiaries or associates.

Following a successful privatisation of an SGX-listed company, a holding company would usually undertake further steps to reorganise and streamline operations. Such steps could include transferring or amalgamating the previously listed company into a division conducting the same business to achieve economies of scale or synergies.

Jurisdiction-specific drivers

Are there any jurisdiction-specific drivers for undertaking a corporate reorganisation?

Wide-ranging changes to the Companies Act were made between 2015 and 2017 to reduce the regulatory burden and provide greater business flexibility. Many of these changes will encourage the undertaking of corporate reorganisations in the years to come, including the following.

Amalgamations

Enhancements were made to the amalgamation procedures, including:

  • providing that the short-form amalgamation applies to an amalgamation of a group of companies where one of the subsidiaries is the surviving amalgamated company; and
  • requiring the directors of every amalgamating company to give a solvency statement stating that the amalgamated company will be able to pay its debts as they fall due as of the effective date of the amalgamation, instead of during the 12-month period after this date.

Schemes of arrangement

Enhancements were also made to the scheme of arrangement mechanism, including:

  • providing the court with discretion to prevent the defeat of a scheme of arrangement in case of share splitting (where shareholders transfer small parcels of shares to others who are willing to vote in accordance with their wishes); and
  • extending the scheme of arrangement mechanism to foreign companies to facilitate cross-border transactions.

Financial assistance

The financial assistance prohibition for private companies was removed with effect from 1 July 2015. This prohibition continues to apply to public companies or subsidiaries of public companies.

In addition, new exceptions to the financial assistance prohibition have been introduced (for example, where the giving of assistance does not materially prejudice the interests of the company or its shareholders, or the company’s ability to pay its creditors).

Inward re-domiciliation

An inward re-domiciliation regime has been introduced to allow foreign companies to transfer their place of registration to Singapore without establishing a new legal entity. This is expected to facilitate the restructuring and transfer of foreign companies to Singapore as their domicile.

Structure

How are corporate reorganisations typically structured in your jurisdiction?

See question 1.

Laws and regulations

What are the key laws and regulations to consider when undertaking a corporate reorganisation?

The key legislation to consider when undertaking a corporate re­organisation is the Companies Act, which covers numerous aspects of reorganisations, including amalgamations, schemes of arrangements, fiduciary duties of directors, financial assistance, and the procedures and approvals required for the disposal of the whole or substantially the whole of the undertaking or property of a company.

Where the corporate reorganisation involves the transfer of an undertaking or part thereof, the Employment Act, Chapter 91 of Singapore (the Employment Act) would apply. See question 8.

Tax legislation would also be applicable. Under the Stamp Duties Act, Chapter 312 of Singapore (the Stamp Duties Act), stamp duty is payable on a transfer of shares in a Singapore company or a transfer of real property in Singapore. Relief may be available for transfers between associated companies and for certain types of reconstructions or amalgamations. Additional conveyance duties may be chargeable where there is a transfer of shares in property-holding entities beneficially owning residential properties in Singapore. Under the Goods and Services Tax Act, Chapter 117A of Singapore (the GST Act), goods and services taxes (GST) may be payable on a transfer of assets in a business sale or under an amalgamation.

The Singapore Code on Takeovers and Mergers (the Code) would apply if the corporate reorganisation involves the acquisition (for example, through an amalgamation or a scheme of arrangement) of a listed public company or unlisted public company with more than 50 shareholders and net tangible assets of S$5 million or more. In addition, the listing manual of the SGX (the Listing Manual) would apply to public companies listed on the SGX and may require disclosure of the corporate reorganisation in a timely manner. Shareholder approval requirements set out in the Listing Manual may also be triggered by the reorganisation.

Finally, where the corporate reorganisation involves the transfer of shares or the business and assets through sale and purchase agreements, parties are free to decide on the governing law of the agreements. The law of the jurisdiction where the company or assets are located is typically selected as the governing law.

National authorities

What are the key national authorities to be conscious of when undertaking a corporate reorganisation?

The Accounting and Corporate Regulatory Authority (ACRA)

The principal regulator of corporate entities and businesses in Singapore is ACRA. Depending on the structure of the corporate re­organisation, ACRA will most likely be involved. For example:

  • for the purpose of effecting amalgamations, the amalgamation proposal and various other documents will have to be filed with ACRA, together with payment of a prescribed fee. Thereafter, ACRA will issue the notice of amalgamation, which will set out the effective date;
  • a scheme of arrangement has to be approved by an order of court. The court order has no effect until it is lodged with ACRA. Upon lodgement, the court order will take effect on the date of lodgement or such earlier date as may be specified in the court order; and
  • where the target company is a private company, a transfer of shares will not take legal effect until the transfer is lodged with ACRA.

The Ministry of Manpower (MOM)

MOM would be relevant where the corporate reorganisation involves foreign employees. See question 8.

The Inland Revenue Authority of Singapore (IRAS)

IRAS would be relevant for all tax matters, such as the payment of stamp duty, and GST or tax relief applications in relation to the corporate reorganisation.

The Securities Industries Council (SIC) and the SGX

SIC administers and enforces the Code, which would be applicable to an acquisition of a listed company.

The Listing Manual is issued by the SGX, which is empowered to apply to court for an order to enforce compliance with the listing rules, though such power is rarely used. Generally, non-observance of the Listing Manual would result in sanctions by the SGX, ranging from a public reprimand to a delisting.

Others

Governmental and regulatory authorities who have issued regulatory and operating licences and permits are also pertinent. In Singapore, licences and permits do not typically transfer automatically as part of the corporate reorganisation, and applications will need to be made for new licences and permits.

Key issues

Preparation

What measures should be taken to best prepare for a corporate reorganisation?

Due diligence will have to be conducted on the assets, liabilities and contracts of the companies involved in the corporate reorganisation to ascertain if there are any prohibitions against the transaction or the transfer of such assets, liabilities and contracts. Even if the corporate reorganisation will be effected through the operation of law (for example, an amalgamation), due diligence will still have to be conducted, as there may be prohibitions on the rights and obligations of the companies involved transferring or vesting by operation of law.

Third-party approvals in respect of the corporate reorganisation should be obtained prior to the completion of the reorganisation. Such approval requirements usually arise out of contracts (such as financing arrangements and key customer contracts) or statutory licences or permits. In addition, parties should consider if government grants and tax incentives would be withdrawn or renegotiated following the corporate reorganisation.

Parties should consider upfront if shareholders’ approval is necessary for the corporate reorganisation. For example, under the Companies Act, the disposal of all or substantially all of the business undertaking of a company will require the approval of shareholders. Where the corporate reorganisation involves an entity or entities listed on the SGX, depending on the materiality of the corporate reorganisation, an immediate announcement may be necessary upon agreement on the reorganisation plan. If certain relative figure thresholds (pegged to various metrics such as net asset value, consideration and market capitalisation) are exceeded, shareholders’ approval may be required. Shareholders’ approval in respect of SGX-listed entities may take approximately two months to obtain, and that would have a material impact on timing and implementation.

Intra-group arrangements will also have to be considered upfront. For example, would intra-group debts have to be repaid or group charges or guarantees released? Are there any non-arm’s length or informal provision of facilities and administrative support (or even, insurance cover) to the entire group? Will such arrangements continue after completion of the corporate reorganisation? Will transitional services be necessary?

There are further preparatory issues in relation to employment and tax; see questions 8, 9 and 13.

Employment issues

What are the main issues relating to employees and employment contracts to consider in a corporate reorganisation?

Due diligence will have to be conducted on the affected employees and their terms of employment. This is to ascertain the types of employees affected by the corporate reorganisation (ie, whether they are covered under the Employment Act); and the benefits payable to the affected employees upon a termination or transfer of employment.

Where the corporate reorganisation involves the transfer of an undertaking or part thereof, section 18A of the Employment Act operates to automatically transfer, to the transferee, the contracts of employment of all employees covered under the Employment Act and engaged in such undertaking. The Employment Act generally applies to cover all employees, with certain exceptions. In particular, the Employment Act does not apply to employees employed in managerial or executive positions who receive a salary exceeding S$4,500 a month. For employees covered under the Employment Act, the transferor is required to engage in consultations with the affected employees and their trade union (if any) prior to the transfer of employment.

Where section 18A of the Employment Act does not apply (for example, where the employees are not covered under the Employment Act, or the corporate reorganisation does not involve the transfer of an undertaking or part thereof), the employment of the affected employees will not be automatically transferred to the transferee. The transferor and transferee will have to obtain the consent of each affected employee to transfer the employment of such employee to the transferee (including consent to the terms on which the employee will be employed by the transferee).

The transferor and transferee may, therefore, wish to set aside sufficient time for engagement with the affected employees on the matters highlighted above.

Where the corporate reorganisation involves foreign employees, the work passes do not automatically transfer as part of the corporate reorganisation. Applications will have to be made to MOM for new work passes or for a transfer of work passes.

Corporate reorganisations may also result in redundancies. It would be necessary to consider how such redundancy would be implemented. Note that employers who employ at least 10 employees are required to notify MOM if five or more employees are retrenched within any six-month period. Singapore law does not prescribe any statutory redundancy benefits and any redundancy benefits would be contractual.

What are the main issues relating to pensions and other benefits to consider in a corporate reorganisation?

Singapore does not have a statutory pension scheme. Instead, employees who are citizens or permanent residents of Singapore are members of the Central Provident Fund (CPF), a compulsory national savings scheme that is established by the Central Provident Fund Act, Chapter 36 of Singapore (CPF Act). Foreign nationals cannot become members of the CPF.

Under the CPF Act, every employer in Singapore is responsible for making monthly contributions at prescribed rates to the CPF accounts of eligible employees. Following a corporate reorganisation, these statutory obligations will apply to the transferee as an employer. This is similar to other statutory obligations that are imposed on employers in Singapore (for example, provision of statutory parental and childcare leave benefits, and work injury compensation).

Financial assistance

Is financial assistance prohibited or restricted in your jurisdiction?

The Companies Act contains provisions relating to financial assistance, which restrict a public company incorporated in Singapore, or a private company incorporated in Singapore whose holding company or ultimate holding company is a public company, from providing financial assistance. There is no restriction against private companies providing financial assistance, save for the private companies mentioned in the preceding sentence.

The restriction is broadly worded and covers direct or indirect financial assistance in the acquisition of shares or units of shares in the company providing the assistance, or the holding company or ultimate holding company of that company. For instance, if a party seeking to acquire shares in a target company procures the target company to charge its assets to refinance the acquisition loan taken by that party, this may constitute financial assistance.

Financial assistance is a restricted but not prohibited activity and it is possible to ‘whitewash’ such financial assistance. In addition, financial assistance may be given in certain circumstances, for example, where the amount of assistance is not more than 10 per cent of the company’s paid up capital and reserves, and the giving of the assistance does not materially prejudice the interests of the company or its shareholders, or the company’s ability to pay its creditors (subject to the satisfaction of certain prescribed conditions).

Common problems

What are the most commonly overlooked issues or frequently asked questions in a corporate reorganisation?

See questions 7 to 10.

Accounting and tax

Accounting and valuation

How will the corporate reorganisation be treated from an accounting perspective? How are target assets and businesses valued?

All companies incorporated under the Companies Act are generally required to prepare accounts or consolidated accounts in accordance with the Singapore Financial Reporting Standards (FRS). The FRS is adopted from the International Financial Reporting Standards issued by the International Accounting Standards Board.

Accordingly, parties to the corporate reorganisation should, along with their auditors and financial advisers, ensure that their proposed treatment of the corporate reorganisation, and valuation of the target assets and businesses, are consistent and compliant with the FRS.

Tax issues

What tax issues need to be considered? What are the tax implications of carrying out a corporate reorganisation?

Stamp duty

Stamp duty would be relevant to corporate reorganisations involving business or share acquisitions. Stamp duty is generally levied on documents relating to the transfer or assignment of any interest in stocks, shares or immovable property.

Relief from stamp duty may be available under the Stamp Duties Act for transfers, pursuant to a reconstruction or amalgamation of companies or transfers between associated permitted entities, provided that the conditions stipulated in the relevant subsidiary legislation are met.

One main condition regarding relief for the transfer of assets, pursuant to a reconstruction or amalgamation of companies, is that, generally, the transferee company must increase its share capital with a view of acquiring no less than 90 per cent of the ‘reckonable’ share capital (as defined under the relevant subsidiary legislation) or the undertaking of the target company. Further, at least 90 per cent of the consideration for the acquisition must be satisfied by the issue of shares in the transferee company to the target company or the target company’s shareholders.

One main condition in relation to relief for the transfer of assets between ‘associated permitted entities’ is that the transferor and transferee entities must have been ‘associated’ with each other (as provided in the relevant subsidiary legislation) for at least 12 months prior to the transfer, unless the transferee entity had been incorporated specially to acquire the relevant assets.

The availability of relief under the stamp duty subsidiary legislation hinges on a formal application being made to the Commissioner of Stamp Duties for a grant of such relief. If granted, such relief will be subject to certain continuing obligations, the breach of which would result in the subsequent clawback of the relief granted and the imposition of interest at the rate of 6 per cent per annum from the date the duty is liable.

GST

GST is chargeable at the rate of 7 per cent (at the time of writing) on taxable supplies made by taxable persons in the course of furtherance of any business carried on by that person. A disposal of business assets or liabilities (whether or not in connection with a corporate reorganisation) is deemed to be a supply made in the course of furtherance of that business for GST purposes.

There may be GST payable by the acquiring entity if the corporate reorganisation involves the disposal of business assets by a taxable person under the GST Act. However, if the corporate reorganisation involves the transfer of business as a whole or part thereof as a going concern, such transaction is treated as an excluded transaction that is neither a supply of goods nor services. Such transfer is not subject to GST.

Consent and approvals

External consent and approvals

What external consents and approvals will be required for the corporate reorganisation?

See question 7 in relation to the obtaining of third-party approvals prior to completion of the reorganisation, and questions 8 and 13 in relation to the obtaining of approvals or relief from ACRA, IRAS and other governmental and regulatory bodies. In addition, we would highlight the following.

If any immovable properties in Singapore held by the entities involved in the corporate reorganisation are to be transferred, it would be prudent to ascertain from the title document if there is any prohibition or restriction on the part of the grantee or lessee to transfer or vest its interest in the property to the transferee entity. Formal approval or consent will be required if such prohibition or restriction exists.

In the case of an immovable property comprised in leases granted by the JTC Corporation (JTC) (a state-owned real estate company and statutory board), clearance or approval from the Pollution Control Department and the Public Utilities Board is typically required before submitting a formal application to JTC to seek their approval. Once approval or consent has been obtained for the transfer of immovable property, the transfer or vesting of the interest in the property may be recorded with the Singapore Land Authority.

Consent of the affected employees may also be required for the transfer of their employment to the transferee. Where section 18A of the Employment Act applies, the affected employees and their trade unions (if applicable) will need to be consulted as part of the transfer process. Where section 18A of the Employment Act does not apply, the consent of each affected employee will need to be obtained. Where the corporate reorganisation involves foreign employees, applications for work passes will have to be made to MOM. See question 8.

If the corporate reorganisation relates to an entity listed on the SGX and where shareholders’ approval is necessary based on the requirements of the Listing Manual, the approval of the SGX will be necessary for the shareholder circular convening the extraordinary meeting to seek shareholders’ approval. Parties should also consider if the clearance of the SIC is required for the exemption from certain provisions of the Code. For example, if the reorganisation involves an amalgamation or a scheme of arrangement, an application would be necessary and the SIC would usually only grant its approval subject to certain conditions being met by the parties involved.

Internal consent and approvals

What internal corporate consents and approvals will be required for the corporate reorganisation?

Subject to the constitutional documents of the companies involved, board approvals would be required for corporate reorganisations. In considering whether to vote in favour of the corporate reorganisation, the usual issues in relation to fiduciary duties would be relevant for the directors.

There are quite a few instances where shareholders’ approval under the Companies Act would be required for the corporate reorganisation, including:

  • for amalgamations or schemes of arrangement, or if consideration shares will be issued as part of the reorganisation;
  • where there is a disposal of the whole or substantially the whole of a company’s undertaking or property. There is no precise definition of what constitutes the whole or substantially the whole of a company’s undertaking, and a rough threshold to rely on is whether the businesses and assets being sold represent at least 75 per cent of the net asset value of the company; and
  • to ‘whitewash’ any financial assistance issues arising out of the corporate reorganisation. See question 10 for further details on financial assistance.

For companies listed on the SGX, there may be further requirements to make an announcement in respect of the transaction and obtain shareholders’ approval, pursuant to Chapter 9 (interested persons’ transactions) and Chapter 10 (acquisitions and realisations) of the Listing Manual.

Where shareholders’ approval is required, parties should consider the time required to obtain such approval. For example, if the companies involved are small in terms of the number of shareholders, such approval can be obtained more or less at the same time as the board approval or on completion. However, if a company listed on the SGX is involved, the process of obtaining shareholders’ approval typically takes two months, due to the requirement for the SGX to review the shareholder circular, the time required to provide notice of the extraordinary meeting and various other logistical matters to work out in between.

The constitutions and, if available, shareholders’ agreements of the companies involved in the restructuring may contain pre-emption rights and even tag-along rights if the company is not wholly owned. These can cause difficulties if the other shareholders do not cooperate, and the relevant waivers in respect of such rights should be obtained.

Assets

Shared assets

How are shared assets and services used by the target company or business typically treated?

See question 7 in relation to intra-group arrangements.

Transferring assets

Are there any restrictions on transferring assets to related companies?

See question 18.

Can assets be transferred for less than their market value?

There is, in general, no restriction against transferring assets to related companies or transferring assets for less than their market value. However, there are a few matters to consider.

Directors’ duties

In general, directors of companies are subject to common law and equitable duties of good faith. They must consider if the transfer of assets to related companies, or for less than their market value, is in the best interests of the company. If there is a conflict of interest arising from such transfer, the relevant director must declare his or her interest at a meeting of the directors or send a written notice detailing his or her interest in the transaction to the company. The constitution of the company may, in certain cases, require the director to abstain from voting on the transaction.

Listing manual considerations

Under the Listing Manual, the transfer of assets between a listed company and its controlling shareholder is regarded as an interested person transaction. Where the value of the transaction is equal to or more than 3 per cent of the value of the listed company’s net tangible assets, the listed company must make an immediate announcement. That announcement must include information prescribed by the Listing Manual, including a statement on whether the transaction is on normal commercial terms. Shareholders’ approval will be required if the value of the transaction is equal to or more than 5 per cent of the value of the listed company’s net tangible assets.

Voidable transactions

Transactions regarded as undervalue transactions or unfair preferences may be voidable under Singapore law when a company has been placed in liquidation or under judicial management.

An undervalue transaction is a transaction where no consideration, or a consideration of significantly less value in monetary terms, is provided. Such transactions are affected if they are entered into within a period of five years ending on the day of the making of the winding-up or judicial management application, and if at the time of the transaction the company is either insolvent or becomes insolvent as a result of the transaction.

Unfair preference occurs where the insolvent company acts to place a person in a better position than he or she would have otherwise been in if the act had not taken place in the event that the company is wound up or placed under judicial management, and if the act is done with the desire to place that person in such position. Generally, these transactions are affected if they are entered into at least six months prior to the commencement of the winding up or judicial management. This period is extended to two years if the preference was given to a connected person. Companies within the same group are normally regarded as being connected. For connected persons, there is a rebuttable presumption that the act was committed with a desire to prefer.

Formalities

Date of reorganisation

Can a corporate reorganisation be backdated or deemed to have already taken place, for example from the start of the financial year?

The method of corporate reorganisation will decide whether it can be backdated or deemed to have already taken place. For example, that flexibility is available for a scheme of arrangement. A scheme of arrangement has to be approved by an order of court and the court order has no effect until lodged with ACRA. Upon lodgement with ACRA, the order will take effect on the date of lodgement or on such earlier date as may be specified in the court order.

On the other hand, the same flexibility is not available for an amalgamation. An amalgamation will be effective on the date shown on the notice of amalgamation issued by ACRA. This notice will only be issued after the shareholders have granted approval for the amalgamation and the relevant documents (including the amalgamation proposal) and prescribed fees have been lodged with and paid to ACRA. If the amalgamation proposal specifies an effective date, the amalgamation will take effect on such date, provided that the specified effective date is the same or later than the date on which the lodgement and payment have been completed and made. If no date is provided for in the amalgamation proposal, the amalgamation will take effect on lodgement and payment.

Documentation

What documentation is required in a corporate reorganisation?

Given the variety of methods to effect a corporate reorganisation, the documentation required will vary between transactions. Generally, we would classify such documentation into the following broad categories.

 

A restructuring agreement

This agreement will set out the reorganisation plan formulated by the parties, the steps involved and the responsibilities of the parties in respect of the plan (for example, the responsibilities of the parties to seek the relevant internal and external approvals). It will provide for the assets and liabilities to be transferred between the parties to the restructuring or reorganisation and the manner of transfer. To avoid confusion, the agreement may provide a detailed breakdown of the asset disposition if some and not all of the assets and liabilities will be transferred from one party to another as part of the reorganisation.

Approvals

For internal approvals, the relevant board and shareholder resolutions, and other corporate documents will have to be prepared and executed accordingly. For external approvals from third parties (for example, from contract counterparties and governmental authorities), application forms, consent letters or transfer documents will have to be completed, obtained or entered into with such external third parties. It may also be necessary to obtain new licences or permits from governmental and regulatory authorities as part of the reorganisation.

Completion

Common ancillary documents in a reorganisation that we would expect at completion include:

  • various transfer instruments or agreements to effect the transfer of the assets (for example, share transfer instruments or novation agreements);
  • letters of resignation or appointment in respect of outgoing and incoming directors and other key officers of the entities involved;
  • transitional services agreements setting out the terms on which the transferor will provide services to the transferee during the transitional period; and
  • documentation evidencing that the reorganisation has been effected (for example, notices of amalgamations or court orders in respect of schemes of arrangement).

Representations, warranties and indemnities

Should representations, warranties or indemnities be given by the parties in a corporate reorganisation?

Representations, warranties and indemnities should be given if the corporate reorganisation involves unrelated parties. We would not expect the same for an intra-group corporate reorganisation.

Assets versus going concern

Does it make any difference whether assets or a business as a going concern are transferred?

There are differences in respect of the transfer of employees (see question 8) and the payment of GST (see question 13).

Types of entity

Explain any differences between public, private, government or non-profit entities to consider when undertaking a corporate reorganisation.

The key difference lies in the applicable laws and regulations governing such entities. Public and private companies in Singapore are generally subject to the Companies Act. Unlisted public companies with more than 50 shareholders and net tangible assets of S$5 million or more are further subject to the Code. Public companies listed on the SGX are also subject to both the Code and the Listing Manual. Governmental entities are subject to the relevant statutes under which they are established. Those statutes would set out, inter alia, the functions, duties and powers of such entities. Non-profit entities are subject to the Charities Act, Chapter 37 of Singapore and the Commissioner of Charities in terms of its governance, practices and regulatory compliance.

Post-reorganisation steps

Do any filings or other post-reorganisation steps need to be taken after the corporate reorganisation takes place?

See question 6 in relation to the key national authorities involved in a corporate reorganisation and the relevant filings to be made and approvals to be obtained.