Statute Details
- Title: Order under Section 11(3)
- Act Code: RELA1983-S596-2006
- Type: Subsidiary Legislation (SL)
- Legislation Status: Current version as at 27 Mar 2026
- SL Number: S 596
- Gazette / Publication Date (as shown in extract): 20 Oct 2006
- Commencement / Effective Date: 31 Oct 2006 (for the Companies Act “sole and only proper law” effect)
- Enacting Formula / Authorising Act: Revised Edition of the Laws Act (Chapter 275)
- Key Authorising Provision: Section 11(3) of the Revised Edition of the Laws Act
- Primary Legal Subject: Confirmation that the loose-leaf edition of the Companies Act is the sole and only proper law for courts and all purposes
What Is This Legislation About?
This instrument is a Presidential order made under section 11(3) of the Revised Edition of the Laws Act (Chapter 275). In plain language, it is not a “substantive” Companies Act amendment. Instead, it is a legal mechanism used in Singapore’s legislative revision system to determine which version of an Act counts as the authoritative law.
The order is tied to the Law Revision Commissioners’ publication of the Companies Act (Chapter 50) in a loose-leaf format. The extract explains that, pursuant to section 10 of the Revised Edition of the Laws Act, the Law Revision Commissioners published the Companies Act as in force on 1 October 2006. The Presidential order then specifies that this loose-leaf edition will be treated as the sole and only proper law of Singapore for the Companies Act.
Practically, the order addresses a common legal risk: when multiple versions of an Act exist (for example, printed editions, loose-leaf updates, or earlier revisions), courts and practitioners need a clear rule for which text is authoritative. This order provides that clarity by giving the loose-leaf edition legal primacy “in all courts and for all purposes” from the effective date stated in the order.
What Are the Key Provisions?
1. Legal basis: section 11(3) of the Revised Edition of the Laws Act
The order’s enacting formula sets out the statutory pathway. First, section 10 requires the Law Revision Commissioners to publish the revised Act in loose-leaf form. Second, section 11(3) empowers the President, after receiving a copy of that loose-leaf edition, to issue an order published in the Gazette. The order may specify that the loose-leaf edition is the sole and only proper law of Singapore in respect of that Act.
For practitioners, the key takeaway is that the President’s order is the legal “switch” that elevates the loose-leaf edition from a publication format into the authoritative legal text for judicial and administrative use.
2. The “sole and only proper law” effect
The operative part of the order states that the loose-leaf edition of the Companies Act shall, with effect from 31 October 2006, be the sole and only proper law of Singapore in respect of the Companies Act.
This phrase is significant. It is designed to prevent arguments that an earlier printed version (or another compilation) is the “proper law” for interpretation in court. It also reduces uncertainty in legal drafting, compliance, and litigation strategy, because lawyers can rely on the loose-leaf edition as the definitive text.
3. Scope: “in all courts and for all purposes”
The order expressly extends the effect beyond litigation. The authorising provision (as described in the enacting formula) refers to the loose-leaf edition being the sole and only proper law “in all courts and for all purposes.” That language indicates broad applicability: it covers not only court proceedings but also other legal contexts where the Companies Act must be applied—such as regulatory enforcement, corporate governance compliance, and statutory interpretation in administrative settings.
Although the extract does not reproduce the full text of section 11(3), the order’s recital makes clear that the intended reach is comprehensive. A lawyer should therefore treat the loose-leaf edition as the authoritative reference point for any matter requiring the Companies Act.
4. Temporal anchoring: the Companies Act “as in force on 1st October 2006”
The order’s recitals explain that the Law Revision Commissioners published the Companies Act “as in force on 1st October 2006.” This matters because it defines the legislative snapshot captured in the loose-leaf edition. The effective date for the “sole and only proper law” status is 31 October 2006, but the content is anchored to the law as at 1 October 2006.
In practice, this means that if there were amendments between 1 October 2006 and 31 October 2006, a careful practitioner would need to check whether those amendments were incorporated into the loose-leaf edition or whether they were dealt with separately. The order itself does not list amendments; it confirms the authoritative status of the loose-leaf compilation produced by the Commissioners.
How Is This Legislation Structured?
This instrument is structured as a short Presidential order with an enacting formula and an operative clause. The extract shows:
(a) Recitals explaining the publication of the Companies Act in loose-leaf form under section 10 of the Revised Edition of the Laws Act, and the President’s power under section 11(3).
(b) Operative provision stating that the loose-leaf edition of the Companies Act is the sole and only proper law of Singapore in respect of that Act, effective from 31 October 2006.
(c) Formalities including the date (5 October 2006), signature block, and reference to the Cabinet Secretary.
There are no “parts” or “key sections” in the substantive sense because this is not a regulatory code. It is a procedural/constitutional instrument within the legislative revision framework.
Who Does This Legislation Apply To?
The order applies to the Companies Act (Chapter 50) as a matter of legal authority. It does not directly impose obligations on a class of persons (such as directors, shareholders, or companies) in the way that substantive corporate legislation does. Instead, it determines which text of the Companies Act is authoritative.
Accordingly, the practical “audience” includes:
- Courts applying the Companies Act in disputes;
- Regulators and enforcement agencies interpreting and applying the Companies Act;
- Companies and their advisers who must ensure that compliance and legal submissions rely on the authoritative statutory text;
- Legal practitioners who need to cite the correct version of the law.
Because the order states the effect is “in all courts and for all purposes,” its relevance is universal across legal contexts where the Companies Act is invoked.
Why Is This Legislation Important?
Although the order is brief, it is important for legal certainty. Corporate law is heavily text-dependent: statutory interpretation, compliance checklists, and litigation pleadings all rely on the exact wording of provisions. If different editions of an Act were treated as authoritative in different contexts, it would create avoidable disputes about interpretation and applicability.
This order eliminates that risk by confirming that the loose-leaf edition is the sole and only proper law. For practitioners, that means:
- Citation confidence: when citing the Companies Act, lawyers should use the authoritative loose-leaf text as the proper law reference.
- Reduced interpretive disputes: arguments that an alternative version should govern are less likely to succeed.
- Compliance reliability: corporate governance and statutory compliance work can be anchored to the authoritative text.
Second, the order illustrates how Singapore manages legislative revision. The Revised Edition of the Laws Act provides a structured process for updating and consolidating laws. The Presidential order is the final step that gives legal force to the revised compilation. For legal researchers and litigators, understanding this process helps when dealing with questions about which version of an Act applies at a particular time.
Finally, the effective date (31 October 2006) and the content date (as in force on 1 October 2006) are practical details that can matter in time-sensitive disputes. If a case turns on the wording of a provision at a particular date, counsel must ensure that the correct authoritative edition is used and that any subsequent amendments are separately identified.
Related Legislation
- Revised Edition of the Laws Act (Chapter 275) — in particular sections 10 and 11(3)
- Companies Act (Chapter 50) — the Act whose loose-leaf edition is confirmed as the sole and only proper law
- Legislation Timeline (as referenced in the extract) — for verifying the correct version as at a given date
Source Documents
This article provides an overview of the Order under Section 11(3) for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.