The Companies Act 2016 repealed and replaced the Companies Act 1965 with effect from 31 January 2017. Several of its provisions carry different section numbers from their predecessor, and a few differ in substance as well.
This guide sets out the Companies Act 2016 equivalents for the Companies Act 1965 provisions most commonly encountered in corporate legal practice. It is meant as a quick working reference, not an exhaustive list.
Do companies incorporated before 2017 use the old Act?
A company incorporated under the Companies Act 1965 does not get to keep operating under the old Act. The Companies Act 2016 now applies uniformly to every company regardless of incorporation date, including for share transfers, resolutions and share allotments carried out today.
The one narrow exception is a company’s constitution: under section 619(3) of the Companies Act 2016, an existing company’s Memorandum and Articles of Association remains valid and is treated as its constitution unless the company resolves to adopt a new one.
Former vs current provisions
Under the Companies Act 1965, certain company filings and documents were made using numbered forms prescribed under the Companies Regulations 1966, such as:
- Form 9 (certificate of incorporation)
- Form 24 (return of allotment of shares) and
- Form 32A (instrument of transfer of securities)
Under the Companies Act 2016, the corresponding statutory requirements are generally identified by reference to the relevant sections of the Act, with SSM providing the applicable forms and templates for lodgement and other corporate documentation.
The table below sets out provisions of the Companies Act 1965 commonly encountered in corporate legal practice, together with their equivalent provisions under the Companies Act 2016.
| Topic | Companies Act 1965 | Companies Act 2016 | What it covers |
| Share transfer | Section 103(1) (Form 32A) | Section 105 | A duly executed and stamped instrument of transfer is required. SSM provides a standard instrument of transfer under section 105, replacing the previous Form 32A |
| Company constitution | Memorandum & Articles of Association | Sections 31 to 33 | A constitution is generally optional for companies limited by shares but mandatory for companies limited by guarantee |
| Directors’ duty of care, skill and diligence | Section 132(1A) | Section 213(2) | The standard directors must meet in performing their duties |
| Annual general meeting | Section 143 | Section 340 | Private companies no longer need to hold an AGM unless their constitution says otherwise |
| Director approval to allot new shares | Section 132D | Section 75 | Shareholder approval needed before directors allot new shares |
| Financial assistance for purchase of own shares | Section 67 | Section 123 (with a new exemption under section 126) | General prohibition retained, with a statutory exemption under section 126 for companies whose shares are not quoted on a stock exchange, subject to a special resolution, directors’ approval, solvency requirements and other statutory conditions |
| Acquisition or disposal of substantial property | Section 132C | Section 223 | Shareholder approval needed where a company acquires or disposes of property of substantial value to or from a director or connected person |
| Oppression remedy for minority shareholders | Section 181 | Section 346 | Relief for a shareholder whose interests are unfairly disregarded |
Let ELP draft your business agreements
From commercial contracts and shareholder arrangements to business restructurings, our corporate and commercial team works with businesses to put the right agreements in place and keep them up to date with the current law. For day-to-day company secretarial matters, such as updating a company’s statutory records, our cosec partner, MISHU, can also assist. Contact us for an initial consultation.
