Companies Act · s 145A

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145A.
Register of directors' shareholdings
(1) A company shall keep a register showing with respect to each director of the company particulars of -
(a) shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he has an interest and the nature and extent of that interest;
(b) debentures of or participatory interests made available by the company or a related corporation which are held by the director or in which he has an interest and the nature and extent of that interest;
(c)
rights or options of the director, or of the director and another person, or other persons, in respect of the acquisition or disposal of shares in the company or a related corporation; and
(d) contracts to which the director is a party or under which he is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company or in a related corporation.
(2) A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly-owned subsidiary of the company or of another corporation.
(3) A company that is a wholly-owned subsidiary of another a company is deemed to have complied with this section in relation to a director who is a director of that other company if the particulars required by this section to be shown in the register of the first-mentioned company with respect to the director are shown in the register of the second-mentioned company.
(4) For the purposes of subsections (2) and (3), a company is a wholly-owned subsidiary of another company if none of the members of the first-mentioned company is a person other than -

168 CAP. 39
Companies
(a)
the second-mentioned company;
(b) a nominee of the second-mentioned company;
(c) a subsidiary of the second-mentioned company being a subsidiary none of the members of which is a person other than the second-mentioned company or a nominee of the second-mentioned company; or
(d) a nominee of such a subsidiary.
(5) A company shall, within 3 days after receiving notice from a director under section 147A(l)(a), enter in its register in relation to the director the particulars referred to in subsection (1) including the number and description of shares, debentures, participatory interests, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contracts entered into after he became a director -
(a) the price or other consideration for the transaction, if any, by reason of which an entry is required to be made under this section; and
(b) the date of -
(i) the agreement for the transaction or, if it is later, the completion of the transaction; or
(ii) where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.
(6) A company shall, within 3 days after receiving a notice from a director under section 147A(l)(b), enter in its register the particulars of the change referred to in the notice.
(7) A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of a participatory interest made available by the company.

Companies
CAP. 39 169
(8) A company shall, subject to this section, keep its register at the registered office of the company and the register shall be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $3 or such lesser sum as the company requires.
(9) A person may request a company to furnish him with a copy of its register or any part thereof on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company shall send the copy to that person within 21 days or such longer period as the Registrar thinks fit after the day on which the request is received by the company.
(10) The Registrar may by notice in writing require a company to send to him within such time as may be specified in the notice a copy of its register or any part thereof.
(1 1) A company shall produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.
(12) It is a defence to a prosecution for failing to comply with subsection (1) or (5) in respect of particulars relating to a director if the defendant proves that the failure was due to the failure of the director to comply with section 147 with respect to those particulars.
(1 3) In this section -
(a) a reference to a participatory interest is a reference to a unit in a collective investment scheme referred to in Part IX of the
Securities Markets Order, 20 13 (S 59/20 13); and
(b) a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who, under an option, holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest.
(13A) In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 3A, except subsections (1) and (5) thereof, have effect and, in

170 CAP. 39
Companies applying those provisions, a reference to a share shall be read as a reference to a debenture or participatory interest.
(14) For the purposes of this section -
(a) a director of a company is deemed to hold or have an interest or a right in or over any shares or debentures if a spouse of the director (not being a director thereof) holds or has an interest or a right in or over any shares or debentures or an infant son or infant daughter of that director (not being himself or herself a director) holds or has an interest in shares or debentures; and
(b) any contract, assignment or right of subscription exercised or made by, or grant made to, the wife or husband of a director of a company (not being herself or himself a director thereof) is deemed to have been entered into or exercised or made or, as the case may be, as having been made to the director; and so shall a contract, assignment or right of subscription entered into, exercised or made by, or grant made to, an infant son or infant daughter of a director of a company (not being himself or herself a director thereof).
(15) In subsection (14), "son" includes step-son and adopted son and "daughter" includes step-daughter and adopted daughter.
(16) If default is made in complying with this section, the company and every officer of the company who is in default is guilty of an offence and liable on conviction to a fine not exceeding $15,000, imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.

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s 145ARegister of directors' shareholdings

(1)

A company shall keep a register showing with respect to each director of the company particulars of -

(a)

shares in that company or in a related corporation, being shares of which the director is a registered holder or in which he has an interest and the nature and extent of that interest;

(b)

debentures of or participatory interests made available by the company or a related corporation which are held by the director or in which he has an interest and the nature and extent of that interest;

(c)

rights or options of the director, or of the director and another person, or other persons, in respect of the acquisition or disposal of shares in the company or a related corporation; and

(d)

contracts to which the director is a party or under which he is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in the company or in a related corporation.

(2)

A company need not show, in its register with respect to a director, particulars of shares in a related corporation that is a wholly-owned subsidiary of the company or of another corporation.

(3)

A company that is a wholly-owned subsidiary of another a company is deemed to have complied with this section in relation to a director who is a director of that other company if the particulars required by this section to be shown in the register of the first-mentioned company with respect to the director are shown in the register of the second-mentioned company.

(4)

For the purposes of subsections (2) and (3), a company is a wholly-owned subsidiary of another company if none of the members of the first-mentioned company is a person other than -

168 CAP. 39

Companies

(a)

the second-mentioned company;

(b)

a nominee of the second-mentioned company;

(c)

a subsidiary of the second-mentioned company being a subsidiary none of the members of which is a person other than the second-mentioned company or a nominee of the second-mentioned company; or

(d)

a nominee of such a subsidiary.

(5)

A company shall, within 3 days after receiving notice from a director under section 147A(l)(a), enter in its register in relation to the director the particulars referred to in subsection (1) including the number and description of shares, debentures, participatory interests, rights, options and contracts to which the notice relates and in respect of shares, debentures, participatory interests, rights or options acquired or contracts entered into after he became a director -

(a)

the price or other consideration for the transaction, if any, by reason of which an entry is required to be made under this section; and

(b)

the date of -

(i)

the agreement for the transaction or, if it is later, the completion of the transaction; or

(ii)

where there was no transaction, the occurrence of the event by reason of which an entry is required to be made under this section.

(6)

A company shall, within 3 days after receiving a notice from a director under section 147A(l)(b), enter in its register the particulars of the change referred to in the notice.

(7)

A company is not, by reason of anything done under this section, to be taken for any purpose to have notice of or to be put upon inquiry as to the right of a person or in relation to a share in debenture of a participatory interest made available by the company.

Companies

CAP. 39 169

(8)

A company shall, subject to this section, keep its register at the registered office of the company and the register shall be open for inspection by a member of the company without charge and by any other person on payment for each inspection of a sum of $3 or such lesser sum as the company requires.

(9)

A person may request a company to furnish him with a copy of its register or any part thereof on payment in advance of a sum of $1 or such lesser sum as the company requires for every page or part thereof required to be copied and the company shall send the copy to that person within 21 days or such longer period as the Registrar thinks fit after the day on which the request is received by the company.

(10)

The Registrar may by notice in writing require a company to send to him within such time as may be specified in the notice a copy of its register or any part thereof.

(1 1) A company shall produce its register at the commencement of each annual general meeting of the company and keep it open and accessible during the meeting to all persons attending the meeting.

(12)

It is a defence to a prosecution for failing to comply with subsection (1) or (5) in respect of particulars relating to a director if the defendant proves that the failure was due to the failure of the director to comply with section 147 with respect to those particulars.

(1 3) In this section -

(a)

a reference to a participatory interest is a reference to a unit in a collective investment scheme referred to in Part IX of the

Securities Markets Order, 20 13 (S 59/20 13); and

(b)

a reference to a person who holds or acquires shares, debentures or participatory interests or an interest in shares, debentures or participatory interests includes a reference to a person who, under an option, holds or acquires a right to acquire or dispose of a share, debenture or participatory interest or an interest in a share, debenture or participatory interest.

(13A)

In determining for the purposes of this section whether a person has an interest in a debenture or participatory interest, the provisions of section 3A, except subsections (1) and (5) thereof, have effect and, in

170 CAP. 39

Companies applying those provisions, a reference to a share shall be read as a reference to a debenture or participatory interest.

(14)

For the purposes of this section -

(a)

a director of a company is deemed to hold or have an interest or a right in or over any shares or debentures if a spouse of the director (not being a director thereof) holds or has an interest or a right in or over any shares or debentures or an infant son or infant daughter of that director (not being himself or herself a director) holds or has an interest in shares or debentures; and

(b)

any contract, assignment or right of subscription exercised or made by, or grant made to, the wife or husband of a director of a company (not being herself or himself a director thereof) is deemed to have been entered into or exercised or made or, as the case may be, as having been made to the director; and so shall a contract, assignment or right of subscription entered into, exercised or made by, or grant made to, an infant son or infant daughter of a director of a company (not being himself or herself a director thereof).

(15)

In subsection (14), "son" includes step-son and adopted son and "daughter" includes step-daughter and adopted daughter.

(16)

If default is made in complying with this section, the company and every officer of the company who is in default is guilty of an offence and liable on conviction to a fine not exceeding $15,000, imprisonment for a term not exceeding 3 years and, in the case of a continuing offence, to a further fine of $1,000 for every day during which the offence continues after conviction.