Following recent amendments to the Companies Act and the Limited Liability Partnerships Act, new requirements will be introduced which will affect companies and limited liability partnerships (LLPs). As Registered Filing Agents (RFAs), you will be involved in helping your corporate clients comply with these requirements. This email lists the key legislative amendments that RFAs should take note of. More information specific to RFAs can be found at: www.acra.gov.sg/CA2017_CSP_info/
Key Legislative Amendments Taking Effect from 31 March 2017
(a) Maintain Non-Public Register of Controllers and Register of Nominee Directors
To make the beneficial ownership and control of business entities more transparent, all companies, foreign companies, and LLPs (unless exempted by legislation) will be required to maintain a register of controllers. Companies will also be required to maintain a register of nominee directors. The registers must be made available to the Registrar and public agencies for inspection upon request. A grace period of 60 days from the date of commencement of the new law will also be provided to existing entities, while new entities will have 30 days to comply from incorporation. It is important to understand the requirements and timelines, especially if you are the secretary of a company, or the appointed RFA of a company, foreign company, or LLP.
(b) Maintain Public Register of Members for Foreign Companies
Foreign companies will be required to keep a public register of members. For existing foreign companies, a similar grace period of 60 days would apply. If you are appointed as a foreign company’s RFA for the purpose of maintaining its register, you should ensure that the foreign company complies with the requirement to keep a public register of members.
(c) Removal of requirement for companies and LLPs to use the common seals
We would like to highlight that this legislative change gives companies 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 Early 2018
(a) Exemption from Holding AGMs
Private companies need not hold AGMs if they meet specified safeguards such as sending financial statements (“FS”) to their members within 5 months after the financial year end (“FYE”).
(b) Aligning timelines for AGM and ARs to FYE
Currently, companies have to ascertain the deadlines for holding AGMs and filing annual returns annually, which may change every year based on a series of criteria. To simplify this process, the deadlines for holding AGMs and filing annual returns will be tied to companies’ FYE. Importantly, the amendments include new laws on how FYE will be determined.
Resources to Assist Companies, Foreign Companies and LLPs
Companies, foreign companies and LLPs can tap on the following resources for help:
(a) ACRA-issued guidance for companies, foreign companies and LLPs on how to comply with the requirements.
(b) Samples of the notice that companies, foreign companies and LLPs can use to send via hardcopy or electronically, to their shareholders, directors or partners, and any other relevant persons to assist them in obtaining the information required for their registers of controllers.
Detailed information on these new requirements including scope of obligations for RFAs, qualifiers and safeguards of the exemption from holding AGMs and the determination of FYE, is available on ACRA’s website at www.acra.gov.sg/CA_2017. This includes relevant subsidiary legislation, frequently asked questions and a video guide explaining the definition of a “controller”.