Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023

The new Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023 was published on Singapore Statutes Online, the Official Website of the Singapore government for publicizing legal documents.
As the name implies already, the amendment act makes various amendments to above noted acts. The key amendments are as follows:
(1) Amendments to the Companies Act 1967 (CA), Business Trusts Act 2004, and the Variable Capital Companies Act 2018 to set out the relevant provisions to to allow companies to hold general meetings either virtually, in presence, or in a hybrid form. Affected provisions concern the „physical location“ of a meeting, the arrangement for a meeting, the use of adequate technology for such meetings to enable shareholder voting and „virtual“ presence, the facilitation of proxy voting, and the electronic transmission of documents, to name the key ones.
(2) Amendments to the Companies Act to NOT include certain shares held by persons connected to the acquiring person (offeror / acquirer) in the 90% computation threshold. Specifically, under Section 215 of the CA, a provision exists that permits an acquirer / offeror involved in a takeover bid to forcefully obtain the shares held by dissenting shareholders in the target company who have chosen not to accept the offer for their shares. This mechanism, known as compulsory share acquisition, can only be exercised, if the offer has received approval from shareholders who collectively hold at least 90% of the shares in the target company. Pursuant to the rule amendment, the scope of shares NOT counting towards the threshold is expanded to include, for instance, shares held by brothers and sisters, spouses, and shares held by an entity which the offeror / acquirer holds substantial interest in.
Finally, the amendment act includes new provisions as to the disqualification period of a Director which is now reduced to three years for first time disqualifications. Additionally, a disqualified Director may also apply to the Registrar Office for a permission to act as a Director for a new company again (before, he had to go through court). Also, the maximum penalty imposed on Directors failing to prepare financial statements in accordance with accepted accounting principles is increased from S$50,000 to S$250,000 and an additional 3 year imprisonment, if the failure was made on purpose.