ACRA (Registry and Regulatory Enhancements) Bill tabled following consultation on streamlining corporate regulatory regime

13 June 2024

On 7 May 2024, the ACRA (Registry and Regulatory Enhancements) Bill (“Bill”) was tabled for first reading in Parliament. The Bill seeks to amend the Accounting and Corporate Regulatory Authority Act 2004 (“ACRA Act”) and other legislation administered by the Accounting and Corporate Regulatory Authority (“ACRA”) to protect the personal data collected by the Registrar of Companies, Registrar of Public Accountants, Registrar of Business Names, Registrar of Limited Liability Partnerships, Registrar of Limited Partnerships, Registrar of Variable Capital Companies (collectively referred to in general as “Registrar”) or ACRA, and streamline the regulatory regime for entities under the purview of ACRA.

In particular, the Bill introduces the following key changes:

  • facilitate digital communications with businesses and other stakeholders;
  • improve filing convenience and the data accuracy of ACRA’s registers;
  • enhance the accuracy of the registers of directors;
  • streamline financial reporting requirements for foreign companies; and
  • introduce a tiered framework for the disclosure of data.

The changes in the Bill will come into operation on a date to be appointed by notification in the Gazette.

Background

On 5 March 2024, the Ministry of Finance (“MOF”) and ACRA published a consultation paper seeking feedback on a draft version of the Bill. More information on the consultation is set out in our article “MOF and ACRA consult on proposed legislative amendments relating to digital communications and regulatory enhancements”.

On 29 April 2024, MOF and ACRA published a summary of their responses to feedback received on their consultation paper.

This article outlines key features of the Bills and MOF’s and ACRA’s responses to feedback from the consultation.

Empowering Registrar to reflect disqualification status of individuals

MOF and ACRA proposed amendments empowering the Registrar to (1) reflect the disqualification status of individuals disqualified under any section of the Companies Act 1967 (“Companies Act”), and (2) use information obtained from any public agency or government body (including the courts) for the purpose of exercising the power to reflect the disqualification status of individuals disqualified under any section of the Companies Act in ACRA’s register.

MOF and ACRA noted that the feedback received was supportive and have proceeded with these amendments. Following feedback, MOF and ACRA have clarified that any individual who disagrees with the information reflected on the register can contact ACRA with documents supporting his/her position. ACRA will then conduct a review to ascertain if the information on the register needs to be amended.

Streamlining financial reporting requirement for foreign companies

MOF and ACRA proposed changes to streamline the financial reporting requirements for foreign companies.

The feedback received was supportive and MOF and ACRA have proceeded with the amendments.

Empowering Registrar to post documents and information other than summonses on digital mailbox in BizFile+

MOF and ACRA proposed amendments to empower the Registrar to (1) notify recipients via electronic means on how and when to access documents and information sent by the Registrar, and (2) send documents and information, other than summonses, by way of posting on the digital mailbox in BizFile+.

MOF and ACRA have proceeded with the amendments. Addressing queries posed by respondents, MOF and ACRA explained that foreign officeholders and shareholders will be able to access documents and information posted on the digital mailbox in BizFile+ if their companies grant them access to the digital mailbox. ACRA will publish the method of notification and access to the digital mailbox in BizFile+ in due course. Customers (individuals or entities) will need to access the digital mailbox in BizFile+ to view secured documents and information. Customers will be notified (e.g. by email) when they receive new information or documents posted on the digital mailbox in BizFile+. Hardcopy documents in connection with court proceedings will still be sent to individuals and entities via registered post.

Enabling Registrar to collect information for any purpose of the ACRA Act or ACRA-administered Act

Noting that feedback received was supportive, MOF and ACRA have proceeded with the proposed amendment which enables the Registrar to require and collect any information (including email addresses and mobile numbers) for any purpose of the ACRA Act or an ACRA-administered Act in addition to information relevant to the transaction, by way of the form in BizFile+.

Empowering Register to obtain and use information from specified bodies

Noting that feedback received was supportive, MOF and ACRA have proceeded with the proposed amendments which empower the Registrar to obtain and use information from specified government agencies, such that (1) during the filing of a transaction, the individual will not need to input the data with ACRA again, and will be deemed to have complied with the filing requirement, and (2) ACRA may use the information to maintain, rectify, or update ACRA’s registers (e.g. changes in particulars of a director such as full name, residential address and nationality).

MOF and ACRA explained that they will consider the suggestion for individuals and entities to be notified when information obtained from specified public agencies is used to update ACRA’s registers.

MOF and ACRA have also proceeded with the proposed amendments to:

  • enable the Registrar to obtain any information from a specified entity for the purpose of verifying the accuracy of any document or information in ACRA’s repository;
  • enable the Registrar to perform enforcement or regulatory functions based on the information obtained from specified entities; and
  • empower the Minister to specify the non-government entities that the Registrar may obtain information from.

Tiered framework for disclosure of data

Noting that feedback received was supportive, MOF and ACRA have proceeded with proposed amendments to empower (1) the Minister to make a tiered framework to calibrate the disclosure of data that is filed or collected by the Registrar to different persons or classes or people, and (2) the Registrar to disclose data in accordance with the tiered framework.

Reference materials

The following materials are available on the Parliament of Singapore website www.parliament.gov.sg, MOF website www.mof.gov.sg, and ACRA website www.acra.gov.sg: