Changes to the Companies Act of Singapore pursuant to the Companies (Amendment) Act 2017
The Companies (Amendment) Act 2017 (“CAA 2017”) was passed on 10 March 2017 and came into operation on 31 March 2017.
The CAA 2017 introduces certain amendments to the Companies Act (Chapter 50) of Singapore (the “Companies Act”) that aim to:
- improve the transparency of ownership and control of companies in line with certain international norms;
- reduce regulatory burden and improve the ease of doing business in Singapore; and
- enhance the debt restructuring framework in Singapore.
The Key Changes
| Key Changes | Effect of Change |
| Requirement to retain and use a common seal would be removed
Date of implementation: 31 March 2017 |
Companies are no longer required to use the common seal in the execution of documents as a deed or other documents such as share certificates. |
| Requirement to maintain register of nominee directors and nominators and containing the particulars of the nominators
Date of implementation: 31 March 2017 |
Companies would require nominee directors to disclose their nominee status and nominators to their companies.
This would be a private register to be produced to regulatory authorities when requested. |
| Requirement to maintain a register of controllers
Date of implementation: 31 March 2017 |
All companies incorporated in Singapore and foreign companies would be required to maintain registers of registrable controllers.
Existing companies would have a transitional period of 60 days from the date of commencement of the new law (31 Mar 2017) to set up the register of controllers, after which they must have and continue to maintain the required registers. Companies newly incorporated on or after 31 Mar 2017 will have a transitional period of 30 days to set up the register. Listed companies and Singapore financial institutions are exempted from the new requirement. Companies are required to (i) keep the information in their registers up-to-date and (ii) correct inaccuracies in said information. |
| Requirement to maintain public register of members for foreign companies
Date of implementation: 31 March 2017 |
Foreign companies will be required to keep a public register of members. This is similar to the current requirement for public companies to maintain their registers of members. |
| Requirement for records of wound up companies to be retained for five years instead of two years
Date of implementation: 31 March 2017 |
Requirement for officers/partners/managers of struck off companies to retain accounting records and registers of beneficial owners for five years;
The five-year retention period is in line with other jurisdictions such as Australia, Hong Kong and the UK, as well as is international standards set by the FATF and GF. |
| Alignment of timelines for holding annual general meetings (AGMs) and filing annual returns (ARs)
Date of implementation: Early 2018 |
This will fix the AGM deadline for each company (assuming that its FYE is unchanged), therefore providing greater clarity and improving companies’ compliance with the requirements of the Companies Act.
The AGM deadlines will be streamlined as follows: (a) All listed companies must hold their AGM within four months after their respective FYE. (b) Any other company must hold its AGM within six months after its FYE. |
| Exemption from holding AGMs subject to specified safeguards
Date of implementation: Early 2018
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The Act provides that private companies will be exempted from holding AGMs if they send their financial statements to members within five months after the FYE. This will be in addition to the current regime whereby private companies can dispense with the holding of AGMs if all shareholders approve of such dispensation. |
| Inward re-domiciliation regime in Singapore
Date of implementation: October 11th 2017 |
The inward re-domiciliation regime allows foreign corporate entities to transfer their registration from its original jurisdiction to Singapore, besides the current options of setting up a subsidiary or branch in Singapore.
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| Enhancing the debt restructuring framework in Singapore | The amendments to the Act relate to schemes of arrangement (see ss. 211A-J); judicial management (see s. 227AA); winding up of a foreign company (see s.351) and cross-border insolvency (see ss. 354A-C and the 10th Schedule).
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