The Singapore Companies Act was enacted in 1967. Its last major review was conducted in 1999 with certain piecemeal amendments being made to it in 2006.

Following the recent overhaul (or proposed overhaul) of company legislation in a number of other common law jurisdictions including Australia, Hong Kong and, of course, the United Kingdom, Singapore has instituted a fundamental review of its own Companies Act with a view to making the Singapore statutory and regulatory framework more attractive and accessible for those companies located in, or investing into, the jurisdiction.  

The key areas put forward for consultation include:  

  • The removal of the prohibition against financial assistance in relation to private companies.
  • The removal of the requirement to have a memorandum of association and the merger of a company’s constitutional documents into one document, to be known simply as its constitution.
  • The clarification of the type of charges which should be registered.
  • The removal of the obligation for Singapore companies to have a common seal.
  • The simplification of the requirements as regards the execution of documents.

Many of the proposed amendments follow the changes introduced in the United Kingdom by the Companies Act 2006. However, one significant departure from the position in the United Kingdom has been the decision not to enshrine an exhaustive list of directors’ duties into statute.

It is expected that any changes will be implemented in 2012, at the earliest.