Accounting and Corporate Regulatory Authority
- Consultation Period:
- 17 Dec 2021 - 28 Jan 2022
Public Consultation on Proposed Legislative Amendments Relating to Data, Digitalisation and Corporate Transparency for a Trusted and Vibrant Business Environment in Singapore
The Accounting and Corporate Regulatory Authority (“ACRA”) invites the public to provide feedback on proposed amendments to the Companies Act (“CA”), Accountants Act, ACRA Act, Business Names Registration Act, Limited Liability Partnerships Act (“LLP Act”), Limited Partnerships Act and Variable Capital Companies Act 2018. The public consultation exercise will run from 17 December 2021 to 28 January 2022.
2. ACRA regularly reviews and seeks public feedback on our legislation to foster a trusted and vibrant business environment in Singapore. Following our public consultation on proposed amendments to the CA in July 20201, ACRA is proposing additional amendments to the CA as well as other ACRA-administered legislation. The proposed amendments are to:
(a) empower ACRA to draw data from other agencies or entities to improve filing convenience and data accuracy;
(b) strike a balance between corporate transparency and personal data privacy;
(c) facilitate digital correspondences with businesses to improve efficiency and support sustainability efforts;
(d) enhance transparency of beneficial ownership of companies and limited liability partnerships (“LLPs”) to maintain Singapore’s reputation as a trusted financial hub; and
(e) streamline processes for service of summons and striking off to facilitate compliance.
Proposals on personal data collection and use, filing convenience and digital correspondences
3. As the national business registry, one of ACRA’s functions is to collect documents and information relating to business entities and public accountants, and to provide the public access to such information to enhance corporate transparency and facilitate business activity and economic growth.
4. ACRA is proposing changes to reduce the amount of data which must be filed with ACRA, so as to improve convenience to filers and the accuracy and value of the data to users, and to facilitate Government-to-Business digital correspondences with business entities.
5. ACRA is also proposing changes to strike a balance between corporate transparency and personal data privacy and to address concerns that individuals may have over the disclosure of the personal data that they file with ACRA. With the recent changes in business landscape and public expectations, there has been feedback that ACRA should limit the personal data that is made available publicly. At the same time, there have also been requests from government agencies and private institutions for ACRA to share more business data for research, enforcement and verification purposes. This has led ACRA to review of our policies on the collection, sharing and usage of personal data.
6. The proposed amendments are:
(a) to provide flexibility for ACRA to specify personal data relating to individuals that may need to be collected and to introduce a tiered disclosure framework to calibrate the disclosure of personal data;
(b) to standardise the references to the “name” of individuals in ACRA-administered legislation;
(c) to partially mask the identification number of all individuals in ACRA’s registers which are made available to the public;
(d) to introduce a “contact address” as the default address of individuals that will be shown to the public, instead of the individual’s residential address;
(e) to introduce legislative provisions to require position holders and shareholders to provide and update email addresses and mobile numbers, and business entities to provide and update their business email addresses;
(f) to allow ACRA’s correspondences and notices (other than summons), to be delivered to and accessed by individuals and businesses via a virtual mailbox; and
(g) to provide for the power for ACRA to be able to draw data from specified government agencies for the purpose of filing, and to be able to use data from specified entities to verify information on ACRA’s register.
7. For more details, please refer to Annex A.
Proposals to enhance transparency of beneficial ownership of companies and LLPs
8. ACRA continues to improve the transparency of beneficial ownership of companies and LLPs and reduce opportunities for the misuse of corporate entities for illicit purposes. The proposed amendments2 are:
(a) to remove the exemption of certain local companies from the requirement to maintain registers of nominee directors;
(b) to require companies and LLPs to verify the accuracy of information in their register of controllers with their controllers annually;
(c) to introduce a financial penalty of up to $10,000 on any person who inadvertently, or without intent to mislead or defraud, makes any inaccurate or erroneous statement or information on beneficial ownership to the Registrar under the CA and LLP Act;
(d) to increase the maximum fine for offences pertaining to the registers of controllers and nominee directors from $5,000 to $20,000;
(e) to require local and foreign companies that are exempted from maintaining registers of controllers to declare the category of exemption during their annual filing;
(f) to require controllers to provide dated signatures and declare that the information they provide is true and accurate;
(g) to include a column in the prescribed form of the register of controllers for remarks;
(h) to require companies and LLPs to provide the e-mail addresses and telephone contact numbers of their controllers and nominators of nominee directors in the registers of controllers and nominee directors; and
(i) to extend the prescribed time for companies and LLPs to update their register of controllers from 2 business days to 7 calendar days.
9. These measures are part of the ongoing efforts to maintain Singapore’s strong reputation as a trusted financial hub and are in line with international standards for combating money laundering, terrorism financing and other threats to the integrity of the international financial system.
10. For more details, please refer to Annex B.
Other proposed amendments to the CA and other Acts administered by ACRA
11. ACRA is also proposing amendments to the CA and other ACRA-administered legislation to clarify and update regulatory requirements, such as:
(a) to standardise and consolidate the service of summons and other civil originating process under the Acts administered by ACRA;
(b) to streamline and clarify the striking off regime for companies, foreign companies, variable capital companies and LLPs;
(c) to make it clear that the Registrar may update the register of directors based on bankruptcy information provided by the Ministry of Law;
(d) to remove the requirement for a full stop at the end of the abbreviations “Pte” and “Ltd” contained in the name of a company; and
(e) to require composition sums collected under the Limited Liability Partnerships Act and the Limited Partnerships Act to be paid into the Consolidated Fund.
12. For more details, please refer to Annex C.
Public consultation details
13. The public can access the consultation documents on ACRA’s website (www.acra.gov.sg) and the REACH consultation portal (www.reach.gov.sg). Members of the public can submit their comments via email to “ACRA_Public_Consultation@acra.gov.sg”, by indicating “Public Consultation on Companies Act and other Acts” in the subject line.
14. ACRA will publish a summary of the comments received. The summary will not disclose the identity of the respondents and will not separately address or acknowledge every comment received.
1 For more details, please visit: https://www.acra.gov.sg/legislation/legislative-reform/listing-of-consultation-papers/public-consultation-on-proposed-amendments-to-the-companies-act.
2 The CA, LLP Act, the Companies (Filing of Documents) Regulations, Companies (Register of Controllers and Nominee Directors) Regulations 2017, Limited Liability Partnerships (Register of Controllers) Regulations 2017 will be amended.
Documents for download