Statute Details
- Title: Proclamation Under Section 355(2)
- Act Code: CoA1967-PROC3
- Type: Subsidiary legislation (proclamation)
- Authorising Act: Companies Act (Chapter 50), Section 355(2)
- Proclaimed Entity: United International Securities Limited
- Proclamation Date (as stated in text): 2 October 1978
- Revised Edition Reference: Revised Edition 1990 (25 March 1992)
- Status: Current version as at 27 March 2026
- Commencement Date: Not specified in the extract (proclamation is dated and published in the Gazette)
What Is This Legislation About?
This instrument is a proclamation made under section 355(2) of the Companies Act (Chapter 50). In plain terms, it is a legal mechanism that allows the Minister to designate a specific corporation as an “investment company” for the purposes of the Companies Act.
The proclamation targets United International Securities Limited, stating that the company is engaged primarily in making investments in marketable securities for revenue and for profit, and not for the purpose of exercising control over other companies. Once designated, the company becomes subject to a particular regulatory regime within the Companies Act—specifically, the provisions referred to in the proclamation as Part XI Division I.
Although the proclamation itself is short, it has significant legal consequences. It effectively determines which statutory framework applies to the company’s corporate activities and compliance obligations. For practitioners, the key is understanding that this is not a general rule for all companies; it is a company-specific designation that triggers statutory regulatory treatment.
What Are the Key Provisions?
1. Ministerial power under section 355(2)
The proclamation is grounded in the Companies Act’s enabling provision. Section 355(2) provides that the Minister may, by proclamation published in the Gazette, declare to be an investment company any corporation that meets the statutory description: it must be engaged primarily in making investments in marketable securities for revenue and profit, and not for the purpose of exercising control.
Practically, this means the Minister must be satisfied (or the statutory scheme assumes satisfaction) that the corporation’s business model aligns with the “investment company” concept. The proclamation’s recitals mirror the statutory criteria, expressly stating the company’s primary business and purpose. For lawyers, these recitals are important because they show the factual/legal basis for the designation.
2. Regulatory consequence: application of Part XI Division I
The proclamation states that an investment company declared by proclamation “shall be subject to the regulatory provisions under Part XI Division I of the Companies Act.” This is the core legal effect of the instrument. The proclamation does not itself set out the detailed regulatory requirements; instead, it activates the relevant statutory division.
Accordingly, once the designation is in place, the company’s compliance obligations, governance expectations, and regulatory oversight will be governed by the relevant provisions in Part XI Division I. A practitioner advising United International Securities Limited (or similarly situated entities) would need to review Part XI Division I to determine: (i) what additional duties apply; (ii) what reporting or disclosure is required; and (iii) whether there are restrictions on activities, investments, or corporate conduct.
3. Company-specific designation
The proclamation is expressly directed at United International Securities Limited. It does not create a class-wide rule. This is a critical distinction in statutory interpretation and compliance planning. If a company is not named, it does not automatically fall within the investment company regime merely because it carries out similar activities. Instead, designation would require a separate proclamation (or another statutory pathway, if available under the Companies Act framework).
4. Formalities and publication
The proclamation follows the statutory form: it is made by the Minister (here, the Acting Minister for Finance), dated, and tied to the Gazette publication requirement. The enacting formula and the “Whereas” clauses demonstrate the formal legal reasoning: the Minister identifies the statutory power, confirms the regulatory consequence, and then applies the power to the named corporation.
For practitioners, formalities matter when assessing validity, challenge, or reliance. If a company’s designation is questioned, the proclamation’s compliance with the statutory prerequisites—particularly the Gazette publication requirement and the Minister’s authority under section 355(2)—would be central.
How Is This Legislation Structured?
This instrument is structured as a proclamation rather than a full Act. It contains: (i) an enacting formula (identifying the Minister and the statutory power); (ii) a set of recitals (“Whereas” clauses) that state the legal basis and factual premise; and (iii) the operative clause that declares the company to be an investment company.
In terms of legal architecture, the proclamation functions as a trigger document. It does not reproduce the detailed regulatory rules. Instead, it points to the Companies Act’s internal structure—particularly Part XI Division I—and thereby incorporates that regulatory regime by reference.
Because the extract indicates a Revised Edition 1990 (with the proclamation dated 1978), the document also reflects Singapore’s legislative consolidation practice: older proclamations may be carried forward into revised editions while maintaining their operative effect.
Who Does This Legislation Apply To?
The proclamation applies directly to United International Securities Limited. The designation is company-specific: the operative effect is that this particular corporation is declared to be an “investment company” under the Companies Act.
However, the practical reach extends beyond the named company. The proclamation’s effect is to subject the designated company to the regulatory provisions in Part XI Division I. Therefore, the compliance obligations will fall on the company’s directors, officers, and relevant corporate functions responsible for investment activities, reporting, and governance.
For other corporations, the proclamation does not automatically apply. A different corporation would need its own designation (or another statutory basis) to be treated as an investment company under the same regime. Lawyers should therefore avoid assuming that similar business activities automatically confer “investment company” status.
Why Is This Legislation Important?
Even though the proclamation is brief, it can be highly consequential. The designation of a company as an “investment company” determines which statutory regulatory framework governs the company’s operations. In corporate and regulatory practice, classification often drives compliance design: internal controls, investment policies, documentation, disclosures, and board oversight are typically tailored to the applicable statutory regime.
From a legal risk perspective, the proclamation reduces ambiguity for the designated company. It provides an official determination that the company meets the statutory criteria: primarily investing in marketable securities for revenue and profit, and not for exercising control. This matters because the Companies Act’s investment company regime is conceptually distinct from regimes applicable to operating companies or companies whose investment activities are aimed at control of other entities.
For practitioners, the proclamation is also important for advising on statutory interpretation and compliance strategy. When advising on whether a company qualifies for investment company treatment, lawyers should focus on the statutory criteria reflected in the proclamation’s recitals: (i) primary business activity; (ii) the nature of investments (marketable securities); (iii) the purpose (revenue and profit); and (iv) the absence of a control objective. These elements are not merely descriptive; they are the legal basis for the Minister’s designation power under section 355(2).
Finally, the proclamation illustrates how Singapore’s corporate law uses proclamation-based classification to apply targeted regulatory regimes. This approach allows the Minister to designate entities that fit a particular economic and regulatory profile, rather than applying one-size-fits-all rules.
Related Legislation
- Companies Act (Chapter 50) — Section 355(2) (power to declare investment companies by proclamation)
- Companies Act (Chapter 50) — Part XI Division I (regulatory provisions applicable to investment companies declared by proclamation)
Source Documents
This article provides an overview of the Proclamation Under Section 355(2) for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.