Singapore Companies (Amendment) Act 2014 – ACRA’s Electronic Register of Members
The Selected Key Legislative Amendment in the Singapore Companies (Amendment) Act 2014 – ACRA’s Electronic Register of Members (EROM)
All companies required to maintain register of members/ shareholders at registered offices.
From 3 Jan 2016, ACRA will keep electronic registers of members (EROM) for all private companies. EROM will contain the following information:
(a) members’ names
(b) members’ addresses
(c) for companies with share capital a statement of the shares held by each member of the amount paid or agreed to be considered as paid on the shares of each member
(d) the date of every allotment of shares to members (including any deemed allotment) and the number of shares comprised in each allotment
(e) the date on which the name of each person was entered in the register as a member
(f) the date on which any person who ceased to be a member during the previous 7 years so ceased to be a member; and changes to the above information.
Electronic register of members for private cos. will be updated and maintained with ACRA:
• Companies to register share ownership and changes with ACRA.
• Real time registration of share ownership and changes i.e. filing date is effective date of membership/ cessation.
• Companies may prepare registration details one week in advance, save as draft and then file at appropriate time.
• EROM will be publicly available.
• No fee for access to the EROM for the first year.
• Companies still required to keep its ROM as at the time of change in the law until the retention period* expires. * 7 years after last member on that ROM ceases membership
i) Reasons for change:
• Streamline administrative process for companies.
• Public will have greater access to records.
How is EROM maintained?
ACRA shall update EROM in accordance with any change that is required or authorised by any provision of the Companies Act to be reported to the Registrar, including:
(a) conversion of public to private co.
(b) allotment of shares
(c) redemption of preference shares
(d) alteration of share capital
(e) transfer of shares
(f) conversion of shares
(g) purchase and acquisition of shares
(h) reduction of share capital
(i) cancellation and disposal of treasury shares
- Private cos. must report these share transactions and changes to ACRA for updating the EROM. Share transactions effected from 3 Jan 2016 to be reported as and when they occur.
- The date of reporting share transactions to ACRA will be used to update EROM, on a real time basis.
- ACRA may however backdate the entry of dates into EROM on an exceptional basis.
- An entry in the EROM is prima facie evidence of the truth of any matters which are directed or authorised to be entered or inserted into the EROM.
When to update
• Existing private companies may update and file the “Notice to Update Paid Up Share Capital” eform by Annual Return due date or within 6 months after 3 Jan 2016, whichever is earlier.
• ACRA may extend date of updating EROM on a case-by-case basis, if it is fair to do so.
Access to the EROM
• Members of the public may access the EROM for free for 12 months from 3 Jan 2016. Thereafter, members of the public may purchase the EROM at $20.
• Company officers and its members can still access EROM free of charge.
ACRA has announced a 2-phase implementation approach to the legislative amendments to Singapore Companies Act, where about 40% of the over 200 legislative amendments will take effect in the first phase on 1 July 2015, while the second phase encompassing the rest of the legislative amendments is expected to take effect in the first quarter of 2016.
For more information on the Key Legislative Amendments of Phase 1 Implementation of the Companies (Amendment) Act 2014, please click here.
For more information on the Key Legislative Amendments of Phase 2 Implementation of the Companies (Amendment) Act 2014, please click here.
For Frequently Asked Questions (FAQs) to the Implementation of the Companies (Amendment) Act 2014, please click here.
For more information, please refer to ACRA at www.acra.gov.sg.
Disclaimer: This publication does not provide financial, legal or tax or advice of any kind, and VALON cannot guarantee that the information is accurate, complete or up-to-date. While we intend to make every attempt to keep the information in this publication current, VALON make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained herein. Nothing on this publication should be used as a substitute for the advice of a third party. VALON assumes no responsibility to any person who relies on information contained herein and disclaim all liability in respect to such information. You should not act upon information in this publication without seeking professional advice.