Statute Details
- Title: Companies (Prescribed Percentage under Section 76B(3) and (3B)) Notification 2013
- Act Code: CoA1967-S629-2013
- Legislation Type: Subsidiary Legislation (SL)
- Number: S 629/2013
- Authorising Act: Companies Act (Chapter 50)
- Enacting Authority: Minister for Finance
- Commencement: 1 October 2013
- Key Provisions: Section 1 (Citation and commencement); Section 2 (Prescribed percentage under section 76B(3) and (3B))
- Status: Current version as at 27 March 2026
What Is This Legislation About?
The Companies (Prescribed Percentage under Section 76B(3) and (3B)) Notification 2013 is a short subsidiary legislative instrument made under the Companies Act (Chapter 50). Its practical function is to specify a numerical threshold—namely, the “prescribed percentage”—that is used when applying section 76B(3) and section 76B(3B) of the Companies Act.
In plain terms, the Companies Act contains provisions that require certain corporate actions or determinations to be triggered when a company’s ownership or control structure meets specified criteria. However, the Act does not always fix the relevant percentage itself. Instead, it delegates to the Minister the power to prescribe what percentage should apply for particular statutory purposes. This Notification exercises that delegated power.
Accordingly, the Notification does not create a wholly new regulatory regime. Rather, it plugs a specific “percentage” value into the Companies Act’s framework. For practitioners, the key takeaway is that the statutory tests in section 76B(3) and (3B) must be read with the prescribed percentage set out in this Notification.
What Are the Key Provisions?
Section 1: Citation and commencement provides the formal identification and effective date of the Notification. It states that the Notification may be cited as the Companies (Prescribed Percentage under Section 76B(3) and (3B)) Notification 2013 and that it comes into operation on 1 October 2013. For legal work—particularly for transactions, compliance reviews, or historical assessments—this commencement date matters because the prescribed percentage applies from that date onward.
Section 2: Prescribed percentage under section 76B(3) and (3B) of Act is the substantive provision. It states that, for the purposes of section 76B(3) and (3B) of the Companies Act, the prescribed percentage shall be 20%. This is the central operative rule of the Notification.
Although the extract provided does not reproduce the text of section 76B(3) and (3B) of the Companies Act, the structure of the Notification makes clear that the Companies Act’s relevant statutory mechanism depends on a percentage threshold. By prescribing 20%, the Minister for Finance effectively sets the level at which the statutory consequences contemplated by section 76B(3) and (3B) are engaged.
Practical legal effect: When advising a company, its directors, or its shareholders, counsel must treat 20% as the legally mandated threshold for the specific purposes referenced in section 76B(3) and (3B). Any analysis that relies on whether the “prescribed percentage” is met must therefore use 20%, not a different figure. If a compliance assessment, disclosure, or corporate action was undertaken using an incorrect percentage, it may create legal risk—ranging from defective internal governance to potential non-compliance with statutory requirements.
Made date and formalities: The Notification is “made” on 30 September 2013 by the Permanent Secretary (Finance) (Performance), Ministry of Finance, Singapore. While the “made” date is not the same as the commencement date, it confirms the legislative process and the responsible authority. For practitioners, this can be relevant when determining the legislative history or when cross-referencing the timeline of amendments.
How Is This Legislation Structured?
This Notification is extremely concise and contains only two operative provisions:
(1) Section 1 sets out the citation and commencement; and (2) Section 2 sets the prescribed percentage for the purposes of section 76B(3) and (3B) of the Companies Act.
There are no additional parts, schedules, definitions, or procedural requirements in the Notification itself. The Notification is best understood as an “incorporation by reference” instrument: it does not stand alone, but rather supplies a key parameter that must be inserted into the Companies Act’s substantive provisions.
Who Does This Legislation Apply To?
The Notification applies indirectly to parties affected by the operation of section 76B(3) and (3B) of the Companies Act. In practice, this typically includes Singapore companies and their directors, as well as shareholders and other stakeholders whose rights, obligations, or corporate governance outcomes depend on the statutory threshold.
Because the Notification is a subsidiary instrument specifying a percentage threshold, it does not target a particular class of persons (such as only listed companies or only certain industries). Instead, it applies wherever the Companies Act’s section 76B(3) and (3B) tests are invoked. Therefore, any company whose ownership/control arrangements may be relevant to those provisions must ensure that its analysis uses the 20% prescribed percentage.
Why Is This Legislation Important?
Even though the Notification is short, it is legally significant because it determines the numeric threshold that can trigger statutory consequences under the Companies Act. In corporate and regulatory practice, percentage thresholds often determine whether a company must treat a person as having a particular level of influence, whether certain governance or disclosure requirements apply, or whether certain statutory determinations are satisfied.
For lawyers, the importance lies in accuracy and integration. The Notification must be read together with the Companies Act provisions it references. When advising on compliance, counsel should confirm that the correct version of the Notification is applied (including the commencement date and any amendments, if any). The document’s status as “current version as at 27 March 2026” indicates that the prescribed percentage remains in force, but practitioners should still verify whether any later amendments have altered the figure or the scope of application.
From an enforcement and risk-management perspective, using the wrong threshold can lead to flawed conclusions. For example, if a company’s internal assessment of whether it meets the section 76B(3)/(3B) criteria uses a different percentage, it may result in incorrect filings, improper corporate decisions, or governance failures. While the Notification itself does not prescribe enforcement mechanisms, it forms part of the statutory architecture that regulators and courts may rely on when assessing compliance.
Finally, the Notification provides certainty. By fixing the prescribed percentage at 20%, it reduces ambiguity and allows companies to structure their compliance processes around a clear legal benchmark. This is especially valuable in transactions involving shareholdings, restructurings, or changes in control, where the relevant percentage may shift over time.
Related Legislation
- Companies Act (Chapter 50) — in particular, section 76B(3) and section 76B(3B) (the provisions for which the prescribed percentage is relevant)
Source Documents
This article provides an overview of the Companies (Prescribed Percentage under Section 76B(3) and (3B)) Notification 2013 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.