7 Changes To The Companies’ Act wef 31 March 2017
The objective of these latest changes to the Companies Act is necessary to make the ownership and control of business entities more transparent to boost Singapore’s ongoing efforts to maintain our high corporate governance standards and strong reputation as a trusted and clean financial hub.
My digestion of these proposed changes to the Companies’ Act wef 31/3/2017 can be summarized in the 7 Pointers below for your easy reference :
1. requiring companies (except listed companies and Singapore financial institutions) & LLPs incorporated or registered in Singapore to maintain registers of beneficial owners at prescribed places;
2. requiring foreign companies registered in Singapore to maintain public registers containing information on their shareholders and registers of beneficial owners;
3. removing the option for companies & LLPs to destroy their records early if they are wound up;
4. requiring a liquidator to retain records of wound-up companies and LLPs for five years instead of two;
5. requiring the officers, partners or managers of struck-off companies and LLPs to retain accounting records and registers of beneficial owners for five years;
6. voiding the issuance and transfer of bearer shares and share warrants by foreign companies registered in Singapore; and
7. requiring nominee directors or managers to disclose their nominee status and nominators to their companies or LLPs.
The above 7 proposed changes would mean more work for the company secretaries, but would certainly improve the governance and transparency of companies operating in Singapore registered with ACRA.
Transitional Arrangements for New and Existing Companies, Foreign Companies and LLPs
To help companies, foreign companies and LLPs prepare to comply with this new requirement, existing companies, foreign companies and LLPs will be given a transitional period of 60 days from the date of commencement of the new law (31 March 2017) after which they must maintain the register of controllers.
Companies, foreign companies and LLPs incorporated/registered after 31 March 2017 will have a transitional period of 30 days.
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