Companies Act · 2021 Revised Edition · Part · Management and Administration Registered Office and Name
147A. General duty to make disclosure
Official textFrom Attorney General's Chambers, unchanged
A director of a company shall give notice in writing to the company -
director
"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 of a Companies corporation are accustomed to act and an alternate or substitute director;
of such particulars relating to shares, debentures, participatory interests, rights, options and contracts as are necessary for the purposes of compliance with section 145A by the wholly-owned subsidiary company referred to in section 145A(3);
of particulars of any change in respect of the particulars referred to in paragraph (a) of which notice has been given to the company including the consideration, if any, received as a result of the event giving rise to the change; and
of such events and matters affecting or relating to himself as are necessary for the purposes of compliance by the company with section 143 that are applicable in relation to him.
A notice under subsection (1) shall be given -
in the case of a notice under subsection (l)(a), within 2 business days after -
the date on which the director became a director; or
the date on which the director became a registered holder of or acquired an interest in the shares, debentures, participatory interests, rights, options or contracts, whichever last occurs;
Companies
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in the case of a notice under subsection (I)@), within 2 business days after the occurrence of the event giving rise to the change referred to in that paragraph; and
in the case of a notice under subsection (l)(c), within 2 business days after the date on which the director became a director.
A company shall, within 7 days after it receives a notice given under subsection (I), send a copy of the notice to each of the other directors of the company.
It is a defence to a prosecution for failing to comply with subsection (l)(a) or (b) or with subsection (2) if the defendant proves that his failure was due to his not being aware of a fact or occurrence the existence of which was necessary to constitute the offence and that -
he was not so aware on the date of the information or summons; or
he became so aware less than 7 days before the date of the summons.
For the purposes of subsection (4), a person shall conclusively be presumed to have been aware at a particular time of a fact or occurrence -
of which he would, if he had acted with reasonable diligence in the conduct of his affairs, have been aware at that time; or
of which an employee or agent of the person, being an employee or agent having duties or acting in relation to his master's or principal's interest or interests in a share in or a debenture of or participatory interest issued by the company concerned, was aware or would, if he had acted with reasonable diligence in the conduct of his master's or principal's affairs, have been aware at that time.
178 CAP.39
Companies
In this section -
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
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 a share, debenture, or participatory interest or an interest in a share, debenture or participatory interest.
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 applying those provisions, a reference to a share shall be read as a reference to a debenture or participatory interest.
debenture
"debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;
Any director who fails to comply with subsection (1) or (2) or any company that fails to comply with subsection (3) is guilty of an offence and liable on conviction to a fine not exceeding $1 5,000, 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.
Terms defined in this Act
debenture
Defined · s 2"debenture" includes debenture stock, bonds and any other securities of a company whether constituting a charge on the assets of the company or not;
director
Defined · s 2"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 of a Companies corporation are accustomed to act and an alternate or substitute director;
share
Defined · s 2"share" means share in the share capital of a company, and includes stock except where a distinction between stock and shares is expressed or implied;
subsidiary company
Defined · s 120A"subsidiary company" means a company that is a subsidiary as defined in the Accounting Standards. ACCOUNTS AND AUDIT
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Restrictions on Sale of Shares and Offers of Shares for Sale
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