Maintaining accurate and up-to-date records with the Accounting and Corporate Regulatory Authority (ACRA) is a fundamental compliance requirement for all companies registered in Singapore. This includes promptly notifying ACRA of any changes to your company’s officers, such as directors, company secretaries, and auditors. Failure to do so within the stipulated timeframe can lead to penalties and affect your company’s standing.

This guide outlines the essential aspects of filing changes in company officers with ACRA, ensuring you stay compliant with the requirements of the Companies Act 1967.

Why is it Crucial to File Changes with ACRA?

The register of company officers maintained by ACRA is a public record that provides essential information about the individuals responsible for the governance and operations of a company. Keeping this information current is vital for:

  • Legal Compliance: Adhering to the requirements set out in the Companies Act 1967.
  • Transparency: Providing accurate information to the public, potential business partners, and regulatory bodies.
  • Avoiding Penalties: Preventing potential fines and legal repercussions associated with late or non-filing.
  • Maintaining Good Standing: Ensuring your company remains in good regulatory standing with ACRA.

Types of Changes to Report

You must notify ACRA of various changes related to your company’s officers, including:

  • Appointment of New Officers: When a new director, company secretary, or auditor is appointed.
  • Cessation or Resignation of Officers: When an officer resigns or ceases to hold their position.
  • Changes in Particulars: Updates to existing officers’ personal details, such as name, residential address, nationality, and identification details.

The Filing Process with ACRA

All notifications of changes in company officers must be filed electronically through ACRA’s online platform, BizFile+. The process generally involves:

  1. Preparing the Necessary Documents: This typically includes:
    • Board resolutions approving the appointment or cessation.
    • Consent from the newly appointed officer (e.g., Form 45B for directors and secretaries).
    • Resignation letter from the outgoing officer.
  2. Lodge the E-form on BizFile+: The company secretary or a registered filing agent is usually responsible for lodging the prescribed e-form on BizFile+ within the stipulated timeframe.
  3. Verification and Endorsement: In some cases, the newly appointed officer may need to log in to BizFile+ using their Singpass to endorse their appointment.

Key Timelines for Filing

According to the Companies Act, companies are required to notify ACRA of changes in company officers within a specific timeframe:

  • For local companies, changes must generally be filed within 14 days from the date of the change.
  • For registered foreign companies, changes to their authorised representatives or directors must be updated within 30 days.

Failing to adhere to these deadlines can result in the imposition of late filing penalties by ACRA.

Specific Considerations for Different Officers

Directors:

The appointment and removal of directors are governed by the company’s constitution and the Companies Act. For instance, Section 145(1) of the Companies Act requires every company to have at least one director who is ordinarily 1 resident in Singapore. Section 152 outlines the procedures for the removal of directors. Any changes to the board of directors must be promptly filed with ACRA. 

 

Company Secretaries:

Every company must have a company secretary who is a natural person and ordinarily resident in Singapore (Section 171(1) of the Companies Act). The sole director of a company cannot also be the company secretary (Section 171(1AA) of the Companies Act). Changes in the company secretary must be notified to ACRA within 14 days.

Auditors:

Companies are generally required to appoint an auditor, unless they qualify for audit exemption. The appointment and cessation of auditors also need to be reported to ACRA. For auditors of public interest companies and their subsidiaries, resignation before the end of their term requires ACRA’s consent (Sections 205AB to 205AF of the Companies Act).

Penalties for Non-Compliance

Failure to file changes in company officers within the prescribed timeframe is an offence under the Companies Act. Section 173A(1) of the Companies Act, for example, requires companies to notify the Registrar of changes to directors, managers, secretaries, and auditors, with non-compliance attracting a fine of up to S$5,000. Late filing penalties may also be imposed by ACRA, increasing with the duration of the delay.

Navigating the intricacies of corporate compliance, especially concerning changes in company officers, can be complex. If you require assistance or tailored advice for your business, the experienced team at Raffles Corporate Services Pte Ltd is here to help.

For further assistance or inquiries, you can contact the Raffles Corporate Services team via email at hello@rafflescorporateservices.com.

Yours sincerely,

The editorial team at Raffles Corporate Services