Companies (Amendment) Bill

On 10 March 2017, the Parliament of Singapore passed the Companies (Amendment) Bill, which made certain changes to the Companies Act. At KSN, we have decided to highlight certain changes, and have provided a brief summary on how the new legislation will affect your business.

1. All private companies are now exempt from holding Annual General Meetings (“AGM”)

  • PREVIOUSLY: Private companies need not hold AGM if they pass a resolution to dispense with holding AGM.
  • NOW: Private companies are exempted from holding AGM if they send their Financial Statements to shareholders within 5 months of FYE. They may still hold AGM if requested by a shareholder.

2. Timeline for filing AGM for newly incorporated companies has been standardised.

  • PREVIOUSLY: Hold first AGM within 18 months of incorporation, and subsequent AGMs annually at intervals of  less than 15 months.
  • NOW: Hold AGM no later than the last day of the 6th month after FYE.

3. Common seal is no longer required.

  • PREVIOUSLY: Common seal required to authorise documents e.g. share certificates.
  • NOW: Alternative of signature by authorised persons. Authorised persons are limited to:

(a) A director and the secretary of a company;

(b) Two directors of a company; or

(c) A director of a company in the presence of a witness who attests the signature.

4. Nominee directors are required to disclose their nominee status and nominators to their companies.

  • PREVIOUSLY: Nominee directors not required to disclose nominators.
  • NOW: Nominee directors must disclose nominee status and nominators to their companies, who must maintain a register of nominee directors. This register is NOT open to the public.

5. Controllers of a company, a.k.a. beneficial owners, are required to inform and update the company of their particulars.

  • PREVIOUSLY: Companies did not need to maintain a registry of controllers.
  • NOW: Controllers, who are individuals or corporations who have ≥25% control or interest in the company, must notify and update their particulars with the company, who must maintain a register of controllers. This register is NOT open to the public.  Maximum penalty for non-compliance is $5,000.

The points above are a brief summary of the changes which we at KSN believe will have the greatest impact on most of you. Other changes indicated in the Companies (Amendment) Bill are not covered.

Feel free to approach us if you have queries.