1. CRF 2013: Business Law
Reform Updates in Singapore
Presented by: Toh Wee San (Ms)
Assistant Chief Executive
Legal and Regulatory Compliance
Accounting and Corporate Regulatory Authority, Singapore
(ACRA)
To provide a responsive and trusted regulatory environment for businesses
and public accountants.

2. Contents
 Background of ACRA - Over-view, legislation
administered and relevant statistics
 Key Business Reforms in 2012 – Business
Registration Act, Companies Act and Others
 Details of Reforms - Background, key
recommendations and coming up

3. Overview of ACRA
 National regulator and facilitator of businesses and public
accountants in Singapore.
 Our vision
 To make Singapore the trusted and best place to do business.
 To foster a vibrant environment for the development of business
entities and supports the development of the public accountancy
profession.
 Our functions include –
 Administering the Accounting and Corporate Regulatory Act, the
Accountants Act, the Business Registration Act, the Companies Act,
the Limited Liability Partnerships Act and the Limited Partnerships
Act.
 To report to the Government on matters relating to the registration
and regulation of business entities and public accountants.

4. ACRA Administered
Business Entities
• Business • Companies Act
Registration Act (Cap. 50)
(Cap. 32)
Sole
Proprietorships
Companies
&
Partnerships
Limited
Limited
Liability
Partnerships
Partnerships
•Limited • Limited Liability
Partnerships Act Partnerships Act
2008 (Act 37 of (Cap. 163A)
2008)

5. Statistical Highlights of
ACRA Registered Entities
40,000
30,000 Business
20,000 Company
10,000
LLP
0
LP
FY FY FY FY
2008/09 2009/10 2010/11 2011/12
3.5%
Average annual growth rate of
the number of registered entities
Source: ACRA Annual Report 2011/2012

6. Key Business Law Reforms
in 2012
Business
Companies
Registration
Act
Act
Other
developments

7. Business Registration Act
Background of Review
 Business Registration Act was first enacted in 1974. Only
piecemeal amendments were made since it came into force.
 Comprehensive review to ensure a conducive, effective and
efficient regulatory framework for business names
registration in Singapore.
 Public consultation of the recommendations was first issued
in October 2010 (available on ACRA’s website).
 Responses to the public consultation in 2010 have been
gathered and various dialogue sessions were held in 2011.
 Formulation of policies completed in 2012.

8. Business Registration Act
ACRA’s Key Recommendations
 Individuals (sole proprietors or partners) carrying on
business in their own names need not register under new
Act
 Expected to reduce the regulatory burden on persons carrying
on business in their own names.
 Double the maximum penalties for the following offences
 To streamline with the penalty regime in the other Acts that
ACRA administers

9. Business Registration Act
ACRA’s Key Recommendations
 To allow a registered sole-proprietorship or partnership to
directly convert to a company
 Modeled after the existing regime which permits a partnership
to be converted to a limited liability partnership under the
Limited Liability Partnership Act (Cap. 163A)
 To streamline the reporting of deceased registrants
 In law, ACRA can only act on executor’s/administrator’s
instructions.
 In reality, most deceased’s next-of-kin (NOK) will not apply for
probate (most deceased are small businessmen with few
assets).
 Proposal aims to streamline our processes to accept an NOK’s
updates to our records with acceptable evidence adduced.

10. Business Registration Act
Moving Forward
 Public Consultation on the draft Bill anticipated to
commence in mid 2013.
 The new Act is targeted to be passed in Parliament in the
first half of 2014 and to come into force in the second half
of 2014.

11. Companies Act
Background of review
 Steering Committee (SC) formed in October 2007 to review
the Companies Act.
 Objective:
 Update our company law to meet changing business realities
 Reduce the regulatory burden and ease compliance for
companies
 Ensure a transparent corporate environment that gives
ordinary investors confidence
 Public consultation on the SC’s Recommendations held
between June to October 2011 (available on ACRA’s
website)
 217 recommendations were made

12. Companies Act
Updates for 2012
“In evaluating views on each of the 217
recommendations, MOF has adopted a principled, but
pragmatic approach. We have sought to ensure that we
keep a competitive business environment, but one that
preserves investors’ rights and interests where they really
matter.”
Source: Deputy Prime Minister and Minister for Finance, Mr Tharman Shanmugaratnam on
MOF’s responses to the SC’s recommendations at the Securities Investors Association
(Singapore) Investors’ Choice Awards Dinner held on 3 October 2012

13. Companies Act
Updates for 2012
 Ministry of Finance’s (MOF) responses to the SC’s
recommendations announced in October 2012 (available on
MOF’s website)
 192 recommendations accepted
 17 recommendations modified
 8 recommendations rejected
 Largest number of changes since the Act was introduced in
1967.
 Anticipated to bring about benefits to companies, small
medium enterprises, retail investors and company
directors.

14. Companies Act
Approach to the review
Phase 1: Implement
Changes Phase 2: Re-write of
(Amendment of the Companies Act
Companies Act)

15. Companies Act
Highlights of MOF’s responses
 Allowing public companies to issue shares with multiple and
non-voting rights subject to safeguards
 Allows for greater flexibility to such companies in capital
management.
 Additional restrictions, if any, may be imposed on listed
companies by the Singapore Stock Exchange.
 New small company criteria for audit exemption
 To enable small companies to keep compliance costs low.
 Expected to benefit about an additional 10% of all companies
(or approximately 25,000 more companies).

16. Companies Act
Highlights of MOF’s responses
 Multiple proxy regime to enfranchise indirect investors
 Aims to provide for more active participation at general
meetings by indirect investors and help to strengthen the
culture of corporate governance.
 Allowing directors to reflect alternate addresses on ACRA’s
register
 New regime serves to protect the privacy of directors

17. Companies Act
Highlights of MOF’s responses
 Abolishing restriction on financial assistance for private
companies.
 Deregulation warranted as shareholders have greater control
over decision making in such companies.
 Such companies have fewer resources to obtain professional
advice.
 Creditors can rely on directors duties and wrongful trading
recourse.
 Consistent with leading jurisdictions.
 ACRA’s register as the register of members for private
companies
 Removal of dual reporting, to company and regulator.

18. Companies Act
Highlights of MOF’s responses
 Not to codify directors’ duties
 Codification may result in a loss of flexibility and may not be
the best for business efficacy.
 Companies Act already contains a statutory statement of
directors’ duties.
 Extended disclosure requirements for directors to CEOs
 To promote better standards of corporate governance.

19. Companies Act
Highlights of MOF’s responses
 Retention of the Exempt Private Company (EPC) regime for
filing of financial information
 Abolishing the EPC regime may negatively impact Singapore’s
competitiveness.
 Confidentiality afforded by the EPC regime is important to
companies.

20. Companies Act
Moving Forward
 Companies (Amendment) Bill slated to be tabled in
Parliament by end 2013.
 Public Consultation on the draft Bill anticipated to be first
half of 2013.

21. Other Developments
Formalities in Execution of Documents
 Collaboration with the Attorney General’s Chambers to
simplify the formalities in the execution of deeds and
documents.
 This will include the removal of the requirement for a common
seal.
 Amendments will be introduced to the Civil Law Act, the
Companies Act and the Limited Liability Partnerships Act.
 Public consultation is planned for 2013.

22. Conclusion
 Hectic year ahead for law reform to draft
and consult on draft legislations.
 Changes in law, where applicable also to
tie in with the design and implementation
of new filing system targeted for 2014.

23. Thank You