1. Business Law Reform in Singapore
Presented by Toh Wee San (Ms)
Head, Legal Policy and Reform Unit
Legal Services Division
Accounting and Corporate Regulatory
Authority, Singapore
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2. Contents
 Overview of ACRA
 Background
 Key reforms under the Business Registration Act
and Companies Act
 Future plans
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3. Overview of ACRA
 Formed 1st April 2004
 Administers the ACRA Act, Accountants Act, Business
Registration Act, Limited Liability Partnerships Act, Limited
Partnerships Act and Companies Act
 National Regulator of business entities and public
accountants
 Facilitator for the development of business entities and
the accounting sector
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4. Background
 Limited Liability Partnerships (LLPs) and Limited Partnerships
(LPs) were introduced in 2005 and 2009.
 Business Registration Act and Companies Act are being reviewed
presently.
 As of 31 March 2011, population of registered entities are:
Entity type Number
Business 149755
Company 222981
LLP 8595
LP 87
Public Accounting Firms 531
Public Accountants 942 4

5. Business Registration Act Review –
New and Emerging Areas
• Regulation of persons doing business exclusively
in cyberspace, be it “online” through the internet
or through telecommunications or other modes
• Regulation of persons carrying on business in
their own names
• Registration of business - annual renewal or life
time registration
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6. Companies Act Review – Over-view
• Last reform completed in 2002 and implemented between
2002 to Jan 2006
• Present review conducted via three channels:
 Private sector led Steering Committee to rewrite the
Companies Act
 ACRA led review of regulatory issues in respect of
companies
 ACRA led review of regulation of foreign companies
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7. Companies Act Review – Approach
• The Companies Act shall contain core company
law.
• The Companies Act shall be re-written.
• The Act shall contain basic substantive law while
procedures will be in the secondary legislation.
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8. Companies Act Review –
Area One & Key Issues
Regulation of Directors
• Duties of Directors
• Duties of executive officers
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9. Companies Act Review –
Area Two & Key Issues
Engaging and protecting shareholders
• Enfranchising indirect investors
• Electronic transmission of notices and documents
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10. Companies Act Review –
Area Three & Key Issues
Share Capital & Others
• Refining regulation of transactions affecting share
capital – uniform solvency test, financial
assistance rules etc
• Regulating economic interests in shares
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11. Companies Act Review –
Area 4 & Key Issues
Accounts and Audit
• New Small Company Regime
• Dormant Company Regime
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12. Companies Act Review –
Area 5 & Key Issues
Administration of Companies and others
• Authoritative ACRA Register for private
companies
• Alternate Address where one can be located
• Penalties Framework
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13. Future Developments in the
coming 2 years
• Drafting a new Business Registration Bill
• Drafting a new Companies Bill
• Migrating non-core company law provisions out of
the Companies Act
• Forming a board committee devoted to law
reform
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