SINGAPORE – Key Legislative Amendments With Effect From 31 March 2017

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REGISTER OF CONTROLLERS

Singapore companies, foreign companies and limited liability partnerships (LLPs) registered in Singapore (unless exempted by legislation) are required to maintain register of registrable controllers. The aims is to make the ownership and control of corporate entities more transparent and reduce opportunities for the misuse of corporate entities for illicit purposes. This brings Singapore in line with international standards, and boost Singapore’s on-going efforts to maintain our strong reputation as a trusted and clean financial hub. This register should be maintained at either entity’s registered office or the registered filing agent’s registered office.

The maximum penalty for failing to maintain a register of controllers is S$5,000.

 

REGISTER OF NOMINEE DIRECTOR

Companies incorporated under the Companies Act, Chapter 50 of Singapore (the “Act”) are required to:

  • keep a register of its nominee directors containing the particulars of the nominators of the company’s nominee directors; and
  • produce the register of nominee directors and any related document to the Registrar, an officer of ACRA or a public agency, upon request.

The registers may be kept at the companies’ registered offices or the registered offices of their appointed registered filing agent.

Failure to maintaining a register of nominee directors constitutes a criminal offence and the offence can be liable to a penalty of up to S$5,000.

 

REMOVAL OF THE REQUIREMENT FOR COMMON SEAL

Companies and LLPs are no longer required to use the common seal in the execution of documents as a deed, or other documents such as share certificates. Companies and LLPs can execute documents by having them signed by authorised persons.

 

PUBLIC REGISTERS OF MEMBERS FOR FOREIGN COMPANIES

The register of members may be kept in electronic or hardcopy format at its registered office in Singapore or at some other place in Singapore.

 

RECORDS RETENTION

On Winding up, the company liquidator is required to retain company’s records for at least five years (up from the prior two year retention period) and upon strike off/dissolutions, former officers are required to retain books and papers (including accounting records and registers) for at least five years. This allows enforcement agencies to access past records for their investigations.

 

KEY LEGISLATIVE AMENDMENTS TO TAKE EFFECT WITHIN 2ND HALF 2017

INWARD RE-DOMICILIATION

Foreign corporate entities will be allowed to transfer their registration to Singapore, besides the current options of setting up a subsidiary or branch in Singapore. Inward re-domiciliation is akin to changing ‘corporate citizenship’. Transfer of registration will thus be useful to foreign corporate entities that wish to retain their corporate history and identity.