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Home » Companies (Amendment) Act 2017

Companies (Amendment) Act 2017

Amendments to Companies Act and Limited Liability Partnership Act

Singapore Changes to Companies Act 2017 | Effective 31 March 2017A review of the existing Companies Act and Limited Liability Partnership (LLPs) Act was conducted to ensure that the Singapore corporate regulatory system remains stable and continues to support developments and improvements for businesses and investors. 

These amendments provide more transparency in the ownership and control of business legal entities and thus reduce the misuse of these entities for illegal purposes, to better meet the recommendations from the Financial Action Task Force (FATF) to combat money laundering activities.
 

Effective From 31 March 2017

1. More transparency in beneficial ownership of Singapore Companies and LLPs

(a) Companies, foreign companies and LLPs (registered in Singapore) are required to maintain a public register of beneficial owners (also known as Registers of Controllers), members and nominee directors.  

A beneficial owner or a controller can be an individual or a legal entity that has more than 25% interest in or ultimate effective control over a company. Companies are required to take reasonable steps to ensure compliance.

Companies are required to have proper and adequate procedures in place to identify, obtain and update information on their ultimate beneficial owners or controllers, which include sending notices to potential individuals who have these details.

Companies, foreign companies and LLPs must declare to ACRA the location of these registers when filing the annual returns. These records must be made available upon request by public agencies.

(b) For new-incorporated companies, foreign companies and LLPs, these registers are required to be in place within 30 days from incorporation. 

(c) For existing companies, foreign companies and LLPs, these registers are required to be in place within 60 days from 31 March 2017.

(d) Singapore-listed companies, government agencies & statutory boards and Singapore financial institutions are exempted.

ACRA will provide further guidance which includes samples of notice that Singapore entities can send to obtain key information for the Register of Controllers from their directors, shareholders and any relevant individuals. 

Note: On 29 October 2014, Institute of Singapore Chartered Accountants (ISCA) issued EP200 and it is effective from 1 November 2014. EP200 is applicable to all professional accountants and professional accounting firms in Singapore. All ISCA members are required to comply with all EP200 requirements.
 

2. Record keeping for wound up and struck off entities 

(a) Liquidators of wound up companies and LLPs must retain accounting and beneficial owners' records for 5 years. Option for early destruction of documents option is removed.

(b) Officers of struck off companies and LLPs must retain accounting and beneficial owners' records for 5 years.
 

3. Inward re-domiciliation system (similar to change of corporate citizenship)

Singapore introduces an inward re-domiciliation system which permits a foreign corporation to transfer its registration from its original jurisdiction to Singapore (i.e. to relocate its regional or worldwide headquarters to Singapore) instead of incorporating a new legal entity in Singapore.

The re-domiciled entity will become a Singapore company and require to comply with the Singapore Companies Act.
 

4. Common seals

It is now optional to use common seals for companies and LLPs for execution of documents.

 

Amendments target for implementation in early 2018

1. Holding of AGMs

(a) Listed companies – AGMs are required to be held within 4 months after their financial year end (FYE).

(b) Non-listed companies – AGMs are required to be held within 6 months after their FYE.
 

2.  Filing of Annual Returns

(a) For companies with a share capital and maintain a branch register outside Singapore – Annual returns are required to be filed within 6 months (for listed) or 8 months (for non-listed) after their FYE.

(b) For other companies – Annual returns are required to be filed within 30 days after AGM.
 

3. Introduce laws to regulate in financial year of companies

Safeguards will be put in place to prevent companies from arbitrarily changing their FYE.
 

For assistance, please send a business enquiry and our company secretarial service team will contact you shortly.