Singapore Companies (Amendment) Act 2014 – ACRA’s Electronic Registers

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Singapore Companies (Amendment) Act 2014 – ACRA’s Electronic Registers

The Selected Key Legislative Amendment in the Singapore Companies (Amendment) Act 2014 –

ACRA’s Electronic Registers of Directors, Secretaries, Auditors and CEOs

Previous Requirement

All companies required to maintain registers of directors, secretaries, auditors and managers.

Changes

Electronic registers of directors, secretaries, auditors and CEOs will updated and maintained with ACRA for all companies:

• Companies are required to update ACRA within 14 days after the date of change of the information relating to these individuals.

Change in ACRA’s records from manager to CEO:

• A manager of a company incorporated before the commencement of the new amendments will be treated as a CEO.

• A CEO may or may not be a director or a managing director.

• Not mandatory for a company to have a CEO, and it may have one or more CEOs.

i) Reasons for change:

• Streamline administrative process for companies.

• Public will have greater access to records.

Transitional treatment of information in ACRA records

  • Information of current directors, secretaries or auditors will be entered into ACRA’s registers of directors, secretaries or auditors respectively, until ACRA is notified of change.
  • Information of current managers will be entered into ACRA’s register of CEOs, until ACRA is notified of change.

Transitional treatment of managers

  • “Manager”: the principal executive officer of the company for the time being by whatever name called and whether or not he is a director.
  • “Chief executive officer”: any one or more persons, by whatever name described, who — (a) is in direct employment of, or acting for or by arrangement with, the company; and (b) is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be”.
  • Companies which have reported the information of their manager(s) by 25 Dec 2015 2330 hrs will see this information transferred into the register of CEOs from 3 Jan 2016, until ACRA is notified of change.
  • For companies whose CEOs were appointed before 3 Jan 2016 but whose information is updated to ACRA between 3 Jan to 30 Jun 2016, no late filing penalty will be imposed.

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.

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