On 10 March 2017, the Singapore Parliament passed the Companies (Amendment) Act 2017 and Limited Liability Partnerships (Amendment) Act 2017 which aim to ensure Singapore’s corporate regulatory governance system remains robust and also to support Singapore’s growth as a global hub for businesses and investors. A summary of the key legislative amendments are set out below.
Key Legislative Amendments Effective 31 March 2017
- Maintaining register of registrable controllers (beneficial owners) information and register of nomineedirector
All companies, foreign companies and Limited Liability Partnerships (LLPs) [eligible entities] are required to maintain a register of registrable controllers. Companies are also required to maintain a register of nominee directors. Existing eligible entities are required to comply with the new requirement within 60 days after 31 March 2017. For eligible entities incorporated/registered on or after 31 March 2017, they are required to set up the required registers within 30 days after the date of incorporation.
- Maintaining public register of members for foreign companies
Foreign companies are required to keep a public register of members which is similar to the current requirement for public companies to maintain their register of members. A similar transitional grace period of 30/60 days applies.
- Removal of legal requirement for companies and LLPs to use the common seal
Companies and LLPs are given the option not to use the common seal. Companies can choose to retain the use of a common seal based on business needs.
Key Legislative Amendments Targeted for Implementation in the First Half of 2017
- Inward re-domiciliation for foreign entities
This is 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
- Private Companies exempted from holding Annual General Meeting (AGMs)
Subject to specific safeguards, all private companies will be exempted from holding AGMs.
- Aligning timelines for holding AGMs and Filing of Annual Returns (ARs) to Financial Year End (FYE)
The deadlines for holding AGMs and filing of ARs will be tied to companies’ FYE instead of depending on a series of criteria.
Read more about the above development on ACRA’s website: https://www.acra.gov.sg/CA_2017/