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MOF and ACRA Invite Public Feedback on Proposed Changes to The Companies Act, Limited Liability Partnerships Act and Accountants Act

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ACRA

27 December 2016

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  1. The Ministry of Finance (MOF) and the Accounting and Corporate Regulatory Authority (ACRA) invite the public to provide feedback on proposed amendments to the Companies Act, Limited Liability Partnerships Act, and Accountants Act. This public consultation will run from 27 December 2016 to 13 January 2017.

  2. The proposed amendments to the Companies Act and Limited Liability Partnerships Act seek to reduce the regulatory burden on business entities and improve the ease of doing business, as well as enhance the transparency of business entities. The proposed amendment to the Accountants Act is to clarify existing provisions.

Background

  1. In October 2016, MOF, ACRA and the Ministry of Law conducted a round of public consultations on other proposed amendments to the Companies Act. The feedback sought then was on proposed amendments to the Companies Act to introduce an inward re-domiciliation regime in Singapore[1], as well as proposed amendments to the Companies Act for debt restructuring[2]. The public consultations were closed on 16 November 2016 and 2 December 2016 respectively.

  2. The amendments from the October 2016 round of public consultations, as well as Companies Act amendments in this current round of public consultations, will eventually be incorporated into a single Companies (Amendment) Bill. The Accountants Act amendment will be included as a related amendment in the Companies (Amendment) Bill. Amendments relating to the Limited Liability Partnerships Act will be in a separate Limited Liability Partnerships (Amendment) Bill.

Proposed amendments to reduce regulatory burden and improve ease of doing business

  1. The following amendments are proposed to simplify the requirements for companies to hold annual general meetings (AGMs) and file annual returns:

  2. It is also proposed to remove the legal requirement for companies and limited liability partnerships (LLPs) to use common seals. Companies and LLPs can choose to retain the use of common seals based on business needs.

Proposed amendments to improve the transparency of companies and LLPs

  1. The proposed amendments will require companies and LLPs to obtain and maintain beneficial ownership information, and to make the information available to law enforcement authorities upon request. The objective is to make the ownership and control of business entities more transparent. This will boost Singapore’s on-going efforts to maintain our high corporate governance standards and strong reputation as a trusted and clean financial hub. It is also in line with international standards for combating money laundering, terrorism financing and other related threats to the integrity of the international financial system. The proposed legislative changes include the following:

Other Proposed Amendments

  1. The Accountants Act will be amended to clarify that a breach of the Ethics Pronouncement 200 (EP200), which sets out mandatory anti-money laundering and countering the financing of terrorism requirements for professional accountants, is grounds for disciplinary action under the Act.

Public Consultation Details

  1. The public can access the consultation documents on MOF’s website (www.mof.gov.sg), ACRA’s website (www.acra.gov.sg) and the REACH consultation portal (www.reach.gov.sg). Written comments can be submitted to:

    Ministry of Finance
    Economic Programmes Directorate
    100 High Street
    #10-01, The Treasury
    Singapore 179464

    Fax: 6337 4134

    Email: MOF_Public_Consultation@mof.gov.sg (preferred mode)

  2. MOF and ACRA will publish a summary of the comments received and our responses. The summary will not disclose the identity of respondents, and will not separately address or acknowledge every comment received.

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Annexes and Appendices

  • Annex 1 and Appendix 1.1: Write-up and draft legislative amendments [3] on annual general meetings and annual returns under paragraph 5

  • Annex 2 and Appendices 2.1 and 2.2: Write-up and draft legislative amendments3 on common seals under paragraph 6

  • Annex 3 and Appendix 3.1: Write-up and draft bill on the proposal for companies to maintain registers of beneficial owners (controllers) under paragraph 7(a)

  • Annex 4: Write-up on the proposal for LLPs to maintain registers of beneficial owners under paragraph 7(a) and proposals under paragraphs 7(b)-7(g) and 8

[1] MOF’s and ACRA’s public consultation document is at http://www.mof.gov.sg/Newsroom/Press-Releases/MOF-and-ACRA-Invite-Public-Feedback-on-Proposed-Legislative-Changes-to-Introduce-An-Inward-Re-Domiciliation-Regime-in-Singapore.

[2] The Ministry of Law’s public consultation document is at https://www.mlaw.gov.sg/content/minlaw/en/news/press-releases/public-consultation-open-for-feedback-on-proposed-changes-to-sin.html.

[3] To expedite the process, the public consultation is being conducted on the draft legislative amendments before they have been reviewed by the Attorney-General’s Chambers (AGC). The legislative amendments may be subject to further changes after AGC’s review.

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