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Knowledge Highlights 5 September 2024
On 2 July 2024, the ACRA (Registry and Regulatory Enhancements) Bill (“Bill”), part of the Ministry of Finance’s (“MOF”) and the Accounting and Corporate Regulatory Authority’s (“ACRA”) regular review of legislation administered by ACRA, was passed in Parliament. The Bill introduces amendments aimed at striking a balance between corporate transparency and data protection, facilitating digital communications between the Government and businesses, and enhancing the regulatory framework for entities under the purview of ACRA.
Aim of the Bill
The amendments aim to:
Statutes amended
The Bill makes amendments to the Accounting and Corporate Regulatory Authority Act 2004 (“ACRA Act”), the Accountants Act 2004, the Business Names Registration Act 2014, the Companies Act, the Insolvency, Restructuring and Dissolution Act 2018, the Limited Liability Partnerships Act 2005, the Limited Partnerships Act 2008, and the Variable Capital Companies Act 2018.
Key legislative changes
Key changes |
Reasons for the amendments |
Strike a balance between corporate transparency and personal data protection |
|
To introduce contact address as the default address that will be shown to the public, instead of the individual’s residential address. Individuals may choose to use their residential address as their contact address. The existing alternate address regime will be abolished. To facilitate the introduction of contact address:
Residential address will continue to be required to be filed, except that they will not be made public. This amendment will apply only in respect of documents that are filed with the Registrar on or after the commencement date of the provision as well as the information that will be presented in the registers that are kept by the Registrar. [Clauses 8, 14, 25, 30, 40, 43, 47, 57, 64, and 75, the Bill] |
The amendment strikes a balance between corporate transparency and enhancing personal data protection. The amendment is intended to better cater to concerns with personal data protection. |
To enable the Registrar to exclude documents from the documents that the Registrar is required to provide copies of or allow the public to inspect. This amendment will apply only in respect of documents that are filed with the Registrar on or after the commencement date of the provision. To empower the Minister to specify the documents that the Registrar may exclude from public access. [Clauses 16, 24, 28, 51, 56, 63, and 69, the Bill] |
The amendment addresses circumstances where it does not serve corporate transparency purposes or where it may not be appropriate for the documents to be made available to the public for inspection or purchase. The circumstances include where the document contains commercially sensitive information or sensitive personal information. |
To make amendments to empower:
[Clauses 8 and 11, the Bill] |
The amendments enable the Registrar and ACRA to take a differentiated approach in sharing the different types of data collected. For example, the framework will exclude residential address from public records for personal data protection purposes, but the residential address may be provided to financial institutions for regulatory purposes such as customer due diligence verifications. |
Facilitate digital communications with businesses and other stakeholders |
|
To make amendments so that:
[Clauses 7 and 9, the Bill] |
This will allow ACRA to transition from sending of hard copy documents to sending documents and information digitally via a secure digital mailbox in Bizfile. Access to this system will be restricted to authorised individuals using Singpass/Corppass, ensuring the security and privacy of the content of these documents and information. Any summons sent by the Registrar will continue to be sent via hard copy to the registered address of the entity or the residential address of an individual. |
To enable the Registrar to require and collect any information for any purpose of the ACRA Act or an ACRA-administered Act in addition to information relevant to the transaction, by way of the forms in Bizfile. Such information includes email address and mobile number. [Clause 5(d), the Bill] |
This will facilitate government-to-business digital communications. |
Improve filing convenience and data accuracy |
|
To empower the Registrar or ACRA to obtain and use information from prescribed public agencies, such that:
To empower the Minister to specify the prescribed public agencies. [Clause 8, the Bill] |
This will lead to greater convenience to persons and entities by reducing the number of times they are required to provide data to government agencies. |
To enable the Registrar or ACRA to obtain any information from a prescribed entity for the purpose of verifying the accuracy of any document or information in ACRA’s repository. To empower the Minister to specify the prescribed entities. [Clause 8, the Bill] |
The additional powers relating to the use of information from body corporates will improve the accuracy of data in ACRA’s registers. |
Enhance the accuracy of the registers of directors |
|
To make it clear that the Registrar is empowered to:
[Clause 39, the Bill] |
This clarifies that the Registrar is empowered to indicate the disqualification status of individuals disqualified under any section of the Companies Act in the register. |
Streamline the financial reporting requirements for foreign companies registered under the Companies Act |
|
To streamline the financial reporting requirement for foreign companies by requiring foreign companies to lodge with the Registrar different types of financial statements, depending on the circumstances of the foreign company. [Clause 48, the Bill] |
This clarifies the financial reporting requirements for foreign companies and reduces administrative burden on certain foreign companies by allowing them to file the applicable financial statements that they have already prepared. |
(Source: ACRA website www.acra.gov.sg)
Implementation timeline
ACRA will provide sufficient lead time for the implementation of the proposed amendments.
More details on the transition plans for legislative changes relating to contact address and digital communications, including the fee waiver for filing of alternate addresses, will be made known by early August.
Background
On 5 March 2024, MOF and ACRA published a consultation paper seeking feedback on a draft version of the Bill. MOF and ACRA published a summary of their responses to feedback received on the consultation paper on 29 April 2024 before the Bill was tabled in Parliament on 7 May 2024. To read about MOF’s and ACRA’s responses, please refer to our article “ACRA (Registry and Regulatory Enhancements) Bill tabled following consultation on streamlining corporate regulatory regime”.
Reference materials
The following materials are available on the Parliament of Singapore website www.parliament.gov.sg and ACRA website www.acra.gov.sg: