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Regulations & Compliance · PDF

Companies Regulations Amendment No. 2 of 2023: Considerations and Reference Updates

S 369/2023 adds five prescribed considerations, updates takeover forms and electronic-notice terminology, and gives two groups of changes retrospective commencement dates.

Source checked · 11 October 2026 Historical document

Three commencement dates

The instrument was made on 11 June and gazetted on 12 June 2023 at 5 pm. Generally it operates from 1 July 2023. Regulation 3 is deemed effective from 8 October 2018 and regulation 6 from 31 December 2021. These exceptions are express: not all amendments began on publication or the same day.

All five section 155A considerations

New 88A prescribes for section 155A(3B): exculpatory reasons for failure to procure winding-up or section 344A striking-off of the companies in 155A(1)(a); necessity of the applicant directing or managing the subject company/Part 11 Division 2 foreign company; capacity to secure Act compliance; likelihood of procuring winding-up or 344A removal if the subject company stops operating; and other case-relevant considerations identified by the Registrar. These are assessment factors, not automatic approval criteria.

Exchange and market-operator cross-references

Regulation 3 changes the public-interest financial-institution definition’s approved-exchange reference in 89A(2)(k) from 8(1) to 9(1)(a), and recognised-market-operator reference in (l) from 8(2) to 9(1)(b) or (2). Its deemed 2018 commencement belongs to these reference changes, not the newly prescribed 88A factors.

Electronic-communication language

Regulation 4 standardises sending terminology in 89C(a), (a)(ii), (a)(iii)(A)/(B), (a)(v), (b)(ii) and (c), replacing giving/sending/serving, given or served, and give as specified with send/sent forms. It does not reproduce or abolish the underlying consent, election or website-notification safeguards.

Forms 57 and 58: shares treated as held

The Second Schedule updates both forms’ offer-date holding references from shares held by the transferee or its nominee/subsidiary to shares held or treated as held by the transferee. Form 58’s further holding reference changes likewise. The wording accommodates treated-as-held shares rather than retaining the prior nominee/subsidiary formula. The amendment itself does not reproduce the entire substantive counting test.

Miscellaneous statute-reference corrections

Regulation 6 changes Part IV to Part 4 in 6(4)(c)/Form 29B and ACRA Act section 28B(1) to section 27(1) of the 2004 Act in 6(5). It replaces chapter references with years for Legal Profession Act 1966, Charities Act 1994, Banking Act 1970, Finance Companies Act 1967, Financial Advisers Act 2001, Insurance Act 1966, Securities and Futures Act 2001 and Trust Companies Act 2005 at the specified 89/89A provisions, inserting years where missing. It removes Act 2 of 2019 at 89A(2)(g) and changes (Cap. 289, Rg 10) to (Rg 10) at (r).

All affected form headings

Forms 1, 2, 29B, 45, 45A, 45B, 48B, 48C, 50, 57, 58 and 64 gain 1967 after COMPANIES ACT and lose CHAPTER 50. Body references in Forms 1, 29B, 45, 45A, 45B, 48B, 50, 57, 58 and 64 gain 1967 after Companies Act. Form 45B also changes the Legal Profession Act chapter reference to 1966. These regulation 6 corrections share the deemed 31 December 2021 commencement.

Official source

This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.

Read the official PDF ↗
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