The Companies (Amendment) Act 2017 was passed on 10 March 2017 and will be implemented in phases. The first phase which was effected on 31 March 2017, introduces amendments such as the requirement to maintain varies registers at the prescribed places and the remove the requirement of common seals.<\/p>\n\n\n\n
Maintenance of new registers<\/strong><\/p>\n\n\n\n The Register of Registrable Controllers is required to be maintained by non-exempted Singapore incorporated companies, foreign companies registered in Singapore (i.e. branches) and non-exempted Singapore limited liability partnerships (LLPs) and to make the information available to public agencies upon request.<\/p>\n\n\n\n The objective behind the new register of controllers seeks to make the beneficial ownership information and control of business entities more transparent and reduce the opportunities for the misuse of corporate entities for illicit purposes. The Register Registrable Controllers will contain the particulars of the controller of the company<\/p>\n\n\n\n For a Singapore company, a controller is defined in section 386AB of the Act as an individual or a legal entity that has a \u2018significant interest\u2019 in or \u2018significant control\u2019 over the company. <\/p>\n\n\n\n For companies with share capital, a controller who has ‘significant interest’ in a company will include an individual who has:<\/p>\n\n\n\n A controller who has ‘significant control’ over a company is a person who:<\/p>\n\n\n\n Companies are required to take reasonable steps to identify and obtain information on their controllers, including sending notices to potential controllers or persons who have information about the controller. <\/p>\n\n\n\n The Companies (Filing of Documents) (Amendment) Regulations 2017 requires the annual return by companies lodged with the Registrar to contain information regarding the register of controllers. Existing companies and LLPs are given a transitional period of 60 days from the date of commencement of the new law to set up the register of controllers. This means that from 1 June 2017 onward, they must have and continue to maintain the required registers. Companies incorporated on or after 31 Mar 2017 and LLPs registered on or after 31 Mar 2017 will have a transitional period of 30 days to set up the register instead.<\/p>\n\n\n\n Register of nominee directors<\/strong><\/p>\n\n\n\n Singapore\n incorporated companies will also be required to maintain a Register of \nNominee Directors from 31 March 2017 at prescribed places \n(e.g. its registered office or the registered office of its registered \nfiling agent).<\/p>\n\n\n\n The Register of Nominee Directors will contain the particulars of the nominee directors and his\/ her nominators.<\/p>\n\n\n\n A\n director is a nominee if the director is accustomed or under an \nobligation whether formal or informal to act in accordance with the \ndirections, instructions or wishes of any other person. For example, a \ndirector is a nominee of a person with a shareholding in a company if he\n or she is appointed by that person to the board of directors of the \ncompany and he or she acts in accordance with the directions, \ninstructions or wishes of that person.<\/p>\n\n\n\n Other key important requirements would include the following:<\/p>\n\n\n\n Failure to comply with this requirement would\n result in the company (or foreign company as the case may be) and every\n officer of the company\/foreign company who is in default, guilty of an \noffence and upon conviction, liable to a fine not exceeding S$5,000. Nevertheless, it is important to note that companies, foreign companies and LLPs must not disclose or make available for inspection a register or any information in said register to any member of the public, save for the relevant personnel of public agencies as provided for in the Companies Act.<\/p>\n\n\n\n Dispensation of having the company seal or common seal<\/strong><\/p>\n\n\n\n At present, companies are required to use the common seal when documents need to be executed as a deed, and for certain documents such as share certificates in accordance with its constitution. Typically, the companies are required for the Common Seal to be affixed in the presence of a director, and a second director or the company secretary.\u00a0 Companies often encounter practical difficulties in executing deeds, for instance, where the directors are out of Singapore (as the Common Seal must be retained in the Registered Office in Singapore). <\/p>\n\n\n\n With effect from 31 March 2017, the amendment removes the requirement for Singapore companies to use the Common Seal as a means of executing a document as a deed, or other documents such as share certificates. Instead, companies will have the option to execute deeds by having them signed by authorised persons<\/p>\n\n\n\n ‘Authorised persons’ with respect to a company are:<\/p>\n\n\n\n For an LLP, such authorised persons would be:<\/p>\n\n\n\n If a document is to be signed by a person on behalf of more \nthan one company, the person should be signing the document separately \nin each capacity, in order for the document to have been signed by \n\u201cauthorised persons\u201d as described above. Nevertheless, companies can continue to retain the use of a common seal based on their business needs. This additional option provides much added flexibility in the execution of documents as deeds, with companies no longer required to overcome any practical jurisdictional restrictions but still can choose to use of common seals as a means to execute deeds. A company may,<\/p>\n\n\n\n Source: ACRA<\/em>, 24 January 2019 The Companies (Amendment) Act 2017 was passed on 10 March 2017 and will be implemented in phases. The first phase which was effected on 31 March 2017, introduces amendments such as the requirement to maintain varies registers at the prescribed places and the remove the requirement of common seals. Maintenance of new registers The Register […]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"closed","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"nf_dc_page":"","_et_pb_use_builder":"off","_et_pb_old_content":"","_et_gb_content_width":"","_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[12,6],"tags":[],"class_list":["post-1506","post","type-post","status-publish","format-standard","hentry","category-company-law","category-techupdates"],"jetpack_featured_media_url":"","jetpack_sharing_enabled":true,"_links":{"self":[{"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/posts\/1506","targetHints":{"allow":["GET"]}}],"collection":[{"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/comments?post=1506"}],"version-history":[{"count":1,"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/posts\/1506\/revisions"}],"predecessor-version":[{"id":1507,"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/posts\/1506\/revisions\/1507"}],"wp:attachment":[{"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/media?parent=1506"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/categories?post=1506"},{"taxonomy":"post_tag","embeddable":true,"href":"http:\/\/ehluar.com\/main\/wp-json\/wp\/v2\/tags?post=1506"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
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