Knowledge Highlights 3 June 2022
Amendments to the Companies Act 1967 introduced by the Corporate Registers (Miscellaneous Amendments) Act 2022 (“Amendment Act”) to clarify the timelines for local and foreign companies to update their various registers came into operation on 30 May 2022.
The Amendment Act amends the Companies Act 1967 and the Limited Liability Partnerships Act 2005 to strengthen Singapore’s corporate governance regime and affirm Singapore’s commitment to combating money laundering, terrorism financing and other threats to the integrity of the international financial system.
Time frame for local companies to update register of nominee directors
Local companies are now required to update their register of nominee directors where any new fact or particulars are provided to the company, where a director ceases to be a nominee, or where there is a change in certain particulars entered in the register, within seven days after being informed of the relevant update. Previously, no time frame was specified.
The express seven-day time limit provides clarity on the expected timeline for updating the register and ensures that the register is updated in a timely manner.
In conjunction with the new requirement, related amendments have been made to the Guidance on Register of Nominee Directors for Companies issued by the Accounting and Corporate Regulatory Authority (“ACRA”) and the Companies (Register of Controllers and Nominee Directors) Regulations 2017.
Time frame for foreign companies to update register of members
Foreign companies now need to update their register of members within 30 days following any change in the particulars required to be kept in their register of members. Previously, no time frame was specified.
The amendment provides clarity on the timeline for updating the register, and the longer time frame gives foreign companies sufficient time to contact their members, who may be based overseas, and to update the register.
Provisions not yet in force
Key provisions in the Amendment Act which have not yet come into operation include:
- a new requirement for local and foreign companies to keep a non-public register of nominee shareholders and their nominators, and to update their register within seven days of being informed by the nominee; and
- a new requirement for companies and limited liability partnerships (“LLPs”) which are unable to identify a registrable controller who has a significant interest in or significant control over the company or LLP to identify all individuals with executive control over the company or LLP as registrable controllers.
The following materials are available on Singapore Statutes Online at sso.agc.gov.sg:
- Corporate Registers (Miscellaneous Amendments) Act 2022 (Commencement) Notification 2022
- Companies (Register of Controllers and Nominee Directors) (Amendment) Regulations 2022
The following materials are available on the ACRA website www.acra.gov.sg:
- ACRA announcement: Timelines for updating registers
- Guidance on Register of Nominee Directors for Companies