《Sourcebook of Singapore and Malaysian company law》

Ⅰ. SOURCES OF SINGAPORE AND MALAYSIAN COMPANIES LAW AND REGISTRATION OF BUSINESS ORGANISATIONS1

Reception of Common Law1

Registration of Businesses Conducted For Gain with Excess of Twenty Persons8

Unit Trust Schemes23

Ⅱ. CORPORATE PERSONALITY26

Separate Legal Personality26

Responsibility for Acts of Servants29

Lifting the Corporate Veil38

Foreign Companies39

Service of Process on Companies46

Ⅲ. PROMOTERS AND PREINCORPORATION CONTRACTS57

Promoter's Fiduciary Duty57

Preincorporation Contracts73

Ⅳ. MEMORANDUM OF ASSOCIATION85

Objects and Powers85

Ultra Vires85

Ⅴ. ARTICLES OF ASSOCIATION136

Effect of Articles136

Alteration of Articles182

Class Rights187

Ⅵ. GENERAL MEETING OF SHAREHOLDERS197

Constitution of the General Meeting197

Proxies219

Measures to Secure Voting Power:266

(i) Cumulative Voting266

(ii) Shareholder Voting Agreements268

(iii) Voting Trusts270

Division of Power between General Meeting And Board of Directors275

Ⅶ. DIRECTORS295

Appointment, Remuneration, Meetings and Removal295

Director's Duties Duty of Care325

Loans to Directors326

Register of Director's Shareholdings327

Director's Contracts with the Company331

Insider Trading334

Secret Profits/Corporate Opportunity334

Breach of Trust384

Excess of Authority: Indoor Management/Constructive Notice400

Excess of Authority413

Ⅷ. CORPORATE FINANCING I444

Nature of Shares:444

No par value shares446

Ordinary and Preference Shares449

Bonus Shares464

Conversion of Shares466

Valuation of Shares469

Lien on Shares505

Purchase and Sale of Shares510

Stock Exchange Delivery Rules510

Speculative Dealings514

Tender517

Non-delivery526

Sale Through Brokers546

Stockbrokers547

Transfer and Transmission of Shares562

Gift of Shares577

Blank Transfers598

Refusal to Register616

Rectification of Register632

Ⅸ. CORPORATE FINANCING II645

Non-equity Share Capital645

Debentures649

Floating Charges663

Registration of Charges679

Conclusiveness of Certificate701

Receivers718

Variation of Share Capital720

Finance Assistance by a Company in the Acquisition of its own Shares722

Constructive Trust750

Accounts and Audit789

Dividends791

Ⅹ. PUBLIC FLOTATION OF SHARES792

Public Offer792

Private Offering804

Prospectuses807

Allotments835

Remedies842

Stock Exchange Prospectus Requirements854

Ⅺ. SECURITIES FRAUDS864

Reckless Statements864

Wash Trading870

Market Rigging874

Insider Trading:884

Manipulative and Deceptive Devices884

Short-Swing Profits931

Common Law938

Ⅻ. OPPRESSION OF MINORITY SHAREHOLDERS948

Minority Shareholder Actions948

Derivative Suits981

Oppression993

ⅩⅢ. TAKEOVERS AND MERGERS1043

Takeovers1043

Singapore Code on Takeovers1044

Disposal of Assets1060

Acquisition of Dissentient Minority1068

ⅩⅣ. WINDING UP1080

Just and Equitable Ground1080

Company Unable to Pay its Debts1096

Disposition of Property after Commencement of Winding Up1104

Foreign Companies Winding Up1114

Creditors' Meeting1118

Proof of Debt1120

Priorities1128

Liquidator1130

ⅩⅤ. FORMS AND SPECIMEN DOCUMENTS11381138

Consent to act as Director1139

Notice of Situation of Registered Office1140

Certificate of Identity1140

Statutory Declaration of Compliance1141

Certificate of Incorporation of Private Company1143

Certificate of Incorporation of Public Company1142

Certificate to Commerce Business1143

Return Giving Particulars in Register of Directors1144

Memorandum of Association1145

Return of Allotment of Shares1149

Form of Annual Return of a Company Having a Share Capital1150

Certificate to be Given by an Exempt Private Company1152

Proxy Form1154

Annual Report UOB 19741156

Bond Issue Prospectus1173

Bond Application1213

Singapore Paper Prospectus1214

Application for Shares1234

Dividend Warrant1236

Share Transfer Form1237

Lost Share Certificate Advertisement1241

Share Certificate1241

Certificate of Registration of Charge1242

Register of Charges to be Kept by Registrar of Companies1243

Statement of Particulars to be Lodged with Charge1242

Declaration of Solvency1245

Statement Attached to Declaration of Solvency1246

Statutory Declaration as to Proof of Debt1247