Following recent amendments to the Companies Act and the Limited Liability Partnerships Act, new requirements will be introduced which will affect companies and limited liability partnerships (“LLPs”). ACRA has sent a letter titled "NEW REGULATORY REQUIREMENTS TO MAINTAIN A REGISTER OF REGISTRABLE CONTROLLERS AND A REGISTER OF NOMINEE DIRECTORS" to all registered office addresses on changes to the Companies Act and amendments in phases taking effect from 31 March 2017.

Existing companies and LLPs will have a transitional grace period of 60 days from the date of commencement of the new legislation (31 March 2017). Companies and LLPs set up on or after 31 March 2017 will have a transitional period of 30 days from date of incorporation and registration to set up the above registers. Companies that fail to comply shall be liable, upon conviction, to a fine of up to $5,000 imposed by ACRA. This is similar to the existing penalty if companies fail to file annual returns.

*Registers of registrable controllers must not be made public but must be made available to the Registrar and public agencies upon request.

key legislative amendments that Companies should take note of.

Please find below information for your reference:

 

Key Legislative Amendments Taking Effect from 31 March 2017

(a) Maintain Non-Public Register of Controllers and Register of Nominee Directors

To make the beneficial ownership and control of business entities more transparent, all companies, foreign companies and LLPs (unless exempted by legislation) will be required to maintain a register of controllers. Companies will also be required to maintain a register of nominee directors. The registers must be made available to the Registrar and public agencies for inspection upon request. A grace period of 60 days from the date of commencement of the new law will also be provided to existing entities, while new entities will have 30 days to comply from incorporation.

(b) Maintain Public Register of Members for Foreign Companies

Foreign companies will be required to keep a public register of members. For existing foreign companies, a similar grace period of 60 days would apply.

(c) Removal of requirement for companies and LLPs to use the common seals

We would like to highlight that this legislative change gives companies the option not to use the common seal. Companies can choose to retain the use of a common seal based on business needs.

(d) Inward Re-domiciliation Regime in Singapore (within the first half of 2017)

To allow foreign corporate entities to transfer their registration to Singapore instead of setting up subsidiaries (e.g. foreign corporate entities that may want to relocate their regional and worldwide headquarters to Singapore and still retain their corporate history and branding)

 

Key Legislative Amendments Targeted for Implementation in Early 2018

(a) Exemption from Holding Annual General Meetings (“AGMs”)

Private companies need not hold AGMs if they meet specified safeguards such as sending financial statements (“FS”) to their members within 5 months after the financial year end (“FYE”).

(b) Aligning timelines for AGM and Annual Returns (“ARs”) to FYE

 

Currently, companies have to ascertain the deadlines for holding AGMs and filing ARs annually, which may change every year based on a series of criteria. To simplify this process, the deadlines for holding AGMs and filing ARs will be tied to companies’ FYE. Importantly, the amendments include new laws on how FYE will be determined.

                                                                                                 

More information on the Companies (Amendment) Act 2017 and detailed information on these new requirements is available on ACRA’s website at www.acra.gov.sg/CA_2017.