The legislative changes increase the transparency of ownership and control of business entities, improve ease of doing business, and allow for inward re-domiciliation.
To help ensure that Singapore’s corporate regulatory regime continues to stay robust and supports the country’s growth as a global hub for businesses and investors, the Ministry of Finance (MOF) and the Accounting and Corporate Regulatory Authority (ACRA) in 2016 conducted a review of the Companies Act. This review culminated in the Companies (Amendment) Bill 2017 and the Limited Liability Partnerships (Amendment) Bill, which were passed in the Parliament of Singapore on March 10, 2017.
The key legislative changes to take effect from March 31, 2017 will do the following:
- Require companies and limited liability partnerships (LLPs) incorporated/registered in Singapore to maintain registers of registrable controllers at prescribed places
- Require foreign companies registered in Singapore to maintain registers of registrable controllers and public registers of shareholders
- Require a liquidator to retain records of wound up companies and LLPs for five instead of two years
- Remove the options available to companies and LLPs to destroy records early if they are wound up by their members, partners, or creditors
- Require 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
The key legislative change to take effect in the first half of 2017 is the introduction of an inward re-domiciliation regime in Singapore. This regime will allow foreign corporate entities to transfer and re-domicile their registration in a foreign jurisdiction to Singapore instead of the current practice of having to set up a Singapore-incorporated subsidiary.
The key legislative changes targeted for implementation in early 2018 will do the following:
- Align the timelines for holding annual general meetings (AGMs) and filing annual returns for the financial year end for listed and non-listed companies
- Exempt all private companies from holding AGMs, subject to specified safeguards