Key Legislative Changes to Companies Act

ACRA recently announced key legislative changes to the Companies Act.

The key legislative changes from the approved Bills will be implemented from the following dates:

Key legislative amendments to take effect from 31 Mar 2017 
(i) Remove the requirement for a common seal
Remove the legal requirement for companies and limited liability partnerships (LLPs) to use common seals.
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(ii) Improving the transparency of Companies and LLPs

• Requirement for companies and LLPs incorporated/registered in Singapore to maintain registers of registrable controllers at prescribed places
• Requirement for foreign companies registered in Singapore to maintain registers of registrable controllers and public register of shareholders  
• Requirement for a liquidator to retain records of wound up companies and LLPs for five years instead of two
• Remove the options for companies and LLPs to destroy records early if they are wound up by their members, partners or creditors
• Requirement for officers/partners/managers of struck off companies and LLPs to retain accounting records and registers of beneficial owners for five years
• Void the issuance and transfer of bearer shares and share warrants by foreign companies registered in Singapore 
• Require nominee directors to disclose their nominee status and nominators to their companies   

Click here for more information on Register of Registrable Controllers, help resources and related FAQs.

Key legislative amendment to take effect within first half of 2017
Introduction of an inward re-domiciliation regime in Singapore
This is to allow foreign corporate entities to transfer their registration to Singapore instead of setting up subsidiaries.       

Click here for more information and related FAQs on this amendment.  

Key legislative amendments targeted for implementation in Early 2018
Amendments to annual general meetings (AGMs) and annual returns

• Align the timelines for holding AGMs and filing annual returns with the Financial year end (FYE) for listed and non-listed companies;
• Exempt all private companies from holding AGMs subject to specified safeguards 

Click here for more information and related FAQs on this amendment.   
   
For more details about the changes, please go here.