Major Amendments to the Singapore Companies Act and Limited Liability Partnership Act
Singapore will be making significant changes to its Companies Act and Limited Liability Partnership Act, which will come into effect from 31 March 2017. The Companies (Amendment) Bill 2017 and Limited Liability Partnerships (Amendment) Bill were passed in Parliament on 10 March 2017, to ensure that our corporate regulatory regime continues to stay robust and supports Singapore’s growth as a global hub for businesses and investors. It also aligns Singapore with more stringent international standards for combating money laundering and terrorism financing.
The objectives and the changes are as follows:
1) Make the ownership and control of business entities more transparent
To uphold Singapore’s reputation as a trusted and clean financial hub, the ownership and control of business entities will be made more transparent with all companies and Limited Liability Partnerships (“LLPs”), unless exempted. With effect from 31 March 2017, all companies and LLPs are required to obtain and maintain beneficial ownership information. These information are not made available to the public but are to be maintained at the registered office of the registered filing agent or the company’s/LLP’s registered office. Two new registers are being introduced.
a) Register of Controllers
A beneficial owner or a controller can be an individual or a legal entity that has more than 25% interest in or control over a company. If 2 or more individuals/legal entities jointly have an interest in a share, or jointly hold a right, each is considered as having an interest in that share, or as holding that right.
b) Register of Nominee Directors
Locally incorporated companies will be required to disclose their nominee status and nominators of their companies. Information to be included in the register are prescribed particulars of the person of whom the director is a nominee, and any changes in director’s particulars and/or status as nominee. This reduces the risk of nominees being facilitators of money laundering and terrorist financing.
In addition, companies and LLPs will be given the option not to use the common seal. Companies can choose to retain the use of common seal based on business needs.
The above amendments will take effect on 31 March 2017.
2) Boost Singapore’s Competitiveness as a Business Hub
Introduction of an inward re-domiciliation regime which allows foreign corporate entities to transfer their registration to Singapore.
Foreign entities must be bodies corporate that can adapt their legal structure to the companies limited by shares structure under the Companies Act. In addition, they must meet certain prescribed requirements and their application will be subject to the Registrar’s approval.
This legislation amendment will take effect within the first half of 2017.
3) To reduce the compliance costs and administrative burden of companies including small medium enterprises.
a) Private companies need not hold Annual General Meetings subject to specified safeguards.
b) The timelines for holding AGMs and filing of Annual Returns will be aligned with the companies’ financial year, to simplify the requirements.
The above amendments are targeted to be implemented early 2018.
Zetland is a registered filing agent with the Accounting and Corporate Regulatory Authority of Singapore. We will devise a proper and adequate procedure to identify, obtain and update information on their ultimate beneficial owners or controllers. Notices will be sent to potential individuals to ensure they are aware of these details.
Source: ACRA website www.acra.gov.sg
For more information, you may contact Ms Su Lee Chan, General Manager of Zetland Singapore at suleec@zetland.biz or +65 65572071
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