On 15 January 2015, the Accounting and Corporate Regulatory Authority (the “ACRA”) released an announcement stating that the effective date of the Companies (Amendment) Act 2014 (the “Amendment Act”) will be deferred to the second quarter of 2015. This will give all agencies and stakeholders concerned additional time to adjust and prepare for the legislative changes. The ACRAwill announce the effective date and provide more details about two months before the Amendment Act is due to come into force.
The Amendment Act will become operative at the same time as the launch of the ACRA’s revamped online business registration and filing portal (BizFile) and the implementation of changes to the ACRA’s regulatory fee structure for businesses which were announced on 8 October 2014. Please click here for more information on the new simplified fee structure on the ACRA website www.acra.gov.sg.
The Amendment Act was passed in Parliament on 8 October 2014. When in force, the Amendment Act will introduce wide ranging changes to the Singapore Companies Act to reduce regulatory burden on companies, provide greater business flexibility and improve the corporate governance landscape in Singapore. Most notably, these amendments include:
- Companies will be required to allow certain members to appoint more than two proxies, to enable indirect investors who hold shares through a nominee company or custodian bank or through CPF agent banks to attend and vote at shareholder meetings.
- Companies will be able to make use of the simpler procedures to send notices of meetings and documents to members electronically as long as the specified modes of electronic transmission are set out in the constitution.
- Subject to prescribed safeguards, a public company will be allowed to issue shares with differing voting rights (special, limited, conditional or no voting rights).
- A chief executive officer of a non-listed Singapore-incorporated company (who is not also a director) will be required to disclose his and his family members’ interests in securities of the company (but not of the company’s related corporations), and conflicts of interest in transactions/proposed transactions with the company or arising from any offices held or properties possessed by him.
- The financial assistance prohibition will no longer apply to private companies.
Allen & Gledhill has been covering this development in our publications. Please click on the links below to read the relevant articles featured in the Allen & Gledhill Financial Services Bulletin:
- Changes to Singapore Companies Act passed in Parliament (October 2014)
- Companies (Amendment) Bill introduced in Parliament: Wide ranging changes to Companies Act(September 2014)