Knowledge Highlights 26 November 2024
ACRA (Registry and Regulatory Enhancements) Act 2024 facilitating digital communications and enhancing ACRA regulatory framework in operation from 9 December 2024 except Part 8
The ACRA (Registry and Regulatory Enhancements) Act 2024 (“Act”), except Part 8, took effect on 9 December 2024. The Act introduces provisions to:
- strike a balance between corporate transparency and data protection;
- facilitate digital communications with businesses and other stakeholders by allowing statutory correspondences and notices (other than summons) to be sent to and accessed via a digital mailbox;
- improve filing convenience and data accuracy by empowering the Registrar to use information from prescribed public agencies to keep the registers of the Accounting and Corporate Regulatory Authority (“ACRA”) up to date;
- enhance the accuracy of the registers of directors by empowering the Registrar to reflect the disqualification status of individuals for all types of disqualifications under the Companies Act 1967 (“Companies Act”); and
- streamline the financial reporting requirements for foreign companies registered under the Companies Act.
Legislation amended
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, and the Limited Partnerships Act 2008 have been amended with the partial commencement of the Act. Related subsidiary legislation issued under these Acts has also been amended.
Part 8 (sections 67 to 76) of the Act relates to amendments to the Variable Capital Companies Act 2018. Part 8 of the Act comes into operation on a date to be appointed by the Minister by notification in the Gazette.
Key provisions of the Act
The following are some key changes under the Act:
|
Key changes |
Reasons for the amendments |
|
Strike a balance between corporate transparency and personal data protection |
|
|
The Act introduces 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 Act abolishes the alternate address regime. With 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 only applies 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. [Sections 8, 14, 25, 30, 40, 43, 47, 57, 64, and 75 of the Act] |
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. |
|
The Act enables 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 applies only in respect of documents that are filed with the Registrar on or after the commencement date of the provision. The Act empowers the Minister to specify the documents that the Registrar may exclude from public access. [Sections 16, 24, 28, 51, 56, 63, and 69 of the Act] |
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. |
|
The Act makes amendments to empower:
[Sections 8 and 11 of the Act] |
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 |
|
|
The Act makes amendments so that:
[Sections 7 and 9 of the Act] |
This allows 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. |
|
The Act enables 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. [Section 5(d) of the Act] |
This will facilitate government-to-business digital communications. |
|
Improve filing convenience and data accuracy |
|
|
The Act empowers the Registrar or ACRA to obtain and use information from prescribed public agencies, such that:
The Act empowers the Minister to specify the prescribed public agencies. [Section 8 of the Act] |
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. |
|
The Act enables 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. The Act empowers the Minister to specify the prescribed entities. [Section 8 of the Act] |
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 |
|
|
The Act makes it clear that the Registrar is empowered to:
[Section 39 of the Act] |
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 |
|
|
The Act streamlines 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. [Section 48 of the Act] |
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)
Class exemption order under section 202(2) of the Companies Act
ACRA has made a class exemption order under section 202(2) of the Companies Act to relieve private companies and public companies (other than listed companies) from compliance with the requirement that the directors’ statement in respect of the company is to contain the information set out in item 9 of the Twelfth Schedule to the Companies Act (“Item 9”). Among other things, Item 9 requires directors to disclose their interest in shares in, or debentures of, the company and its related corporations. The relief granted is on the condition that the directors declare in the directors’ statement that every member of the company has consented to the directors’ statement not containing the information set out in Item 9.
The Companies (Relief for Company Directors under section 202(2)) Order 2024 took effect on 9 December 2024.
Related subsidiary legislation
The following is a list of subsidiary legislation (available on Singapore Statutes Online sso.agc.gov.sg) gazetted in conjunction with the coming into force of the Act:
|
Subsidiary legislation |
Key provisions |
|
Accounting and Corporate Regulatory Authority Act 2004 (Amendment of Sixth Schedule) Order 2024 |
Amendment of the Sixth Schedule to the ACRA Act. The provisions relate to use of information and documents in the repository and exclusion of residential address from public disclosure if contact address is available. |
|
New provisions relating to information or documents transmitted by the electronic transaction system. |
|
|
Accountants (Public Accountants) (Amendment No. 2) Rules 2024 |
New rule 17 and Fourth Schedule in the Accountants (Public Accountants) Rules. The provisions relate to late lodgment penalties. |
|
Deletion of rule 3A and amendment of the First Schedule to the Accountants (Accounting Corporations, Accounting Firms and Accounting LLPs) Rules. The provisions relate to the contact address regime and documents on the electronic transaction system. |
|
|
Accountants (Prescribed Documents and Information) Rules 2024 |
New provisions relating to documents/information excluded from public inspection. |
|
New regulations 11A and 11B in the Business Names Registration Regulations 2015. Amendment of regulation 8 and the First and Second Schedules. The provisions relate to the contact address regime and documents/information excluded from public inspection. |
|
|
Amendment of the Second Schedule to the Companies Regulations. The provisions relate to the contact address regime. |
|
|
Companies (Composition of Offences) (Amendment) Regulations 2024 |
Amendment of regulation 2 of the Companies (Composition of Offences) Regulations 2015. The provisions relate to the contact address regime. |
|
Companies (Fees and Late Lodgment Penalties) (Amendment) Regulations 2024 |
Amendment of the First and Second Schedules to the Companies (Fees and Late Lodgment Penalties) Regulations 2015. The provisions relate to changes to fees and late lodgment penalties pertaining to various transactions. |
|
Companies (Filing of Documents) (Amendment) Regulations 2024 |
New regulation 7A and 7B in the Companies (Filing of Documents) Regulations. The provisions relate to documents/information excluded from public inspection. |
|
Companies (Model Constitutions) (Amendment No. 2) Regulations 2024 |
Amendment of the First Schedule to the Companies (Model Constitutions) Regulations 2015. The provisions relate to the contact address regime. |
|
Companies (Relief for Company Directors under section 202(2)) Order 2024 |
New provisions relating to relief from compliance with the content of the directors’ statement under section 202 of the Companies Act. |
|
Limited Liability Partnerships (Amendment No. 2) Regulations 2024 |
New regulations 14A and 14B in the Limited Liability Partnerships Regulations. Amendment of the First and Second Schedules. The provisions relate to late lodgment penalties and documents/information excluded from public inspection. |
|
New regulations 12A and 12B in the Limited Partnerships Regulations. Amendment of regulations 11 and 12 and the First and Second Schedules. The provisions relate to the contact address regime, late lodgment penalties, and documents/information excluded from public inspection. |
|
|
New regulations 19A and 19B in the Insolvency, Restructuring and Dissolution (Filing, Lodgment and Submission of Documents) Regulations 2020. The provisions relate to documents/information excluded from public inspection. |
|
|
Insolvency, Restructuring and Dissolution (Late Lodgment Penalties) (Amendment) Regulations 2024 |
Amendment of regulation 3 of the Insolvency, Restructuring and Dissolution (Late Lodgment Penalties) Regulations 2020. The provisions relate to late lodgment penalties. |
Reference materials
The following materials are available on Singapore Statutes Online sso.agc.gov.sg:
