To help the business community better understand the key legislative reforms in the Companies (Amendment) Act 2014 and the new Business Names Registration Act as well as new features of the BizFile+ system, ACRA has jointly organised outreach seminars with our professional partners.The following are some of the common FAQs posed at these seminars. As additional topics will be progressively uploaded, please visit this page regularly for updates.
FAQs on BizFile+ and Legislative Changes
Electronic Register of Members (EROM)
Q: Is it mandatory to update the EROM? Can companies not file any updates and refer to their own register book instead?
A: The EROM of private companies must be maintained by ACRA and private companies must update the EROM register with ACRA. These companies will still be required to keep their historical register of members until seven (7) years after their last member has ceased being a member.
Q: Does ACRA require the email address and/or telephone number of shareholders to be updated in the EROM?
A: No, this is not required.
Q: Assuming that the Company has lodged the "Notice to update Share Capital" wherever there is new allotment or transfer of shares. Once these lodgements are completed, will the EROM be updated immediately and available for download?
A: Once the company has lodged the “Notice to update Share Capital", all subsequent share transaction information that has been filed will be updated immediately into the EROM.
Lodging the appointment of Chief Executive Officer (CEO) in ACRA's register
Q: Does the CEO have to be a director? If not, is consent form required for a person to be appointed as CEO?
A: A CEO does not have to be a director. No consent form is needed for a person to be appointed as a CEO.
Q: For companies whose CEOs were appointed prior to 3 Jan 2016, can the information on the CEO appointment date still be lodged? Will there be a late filing penalty imposed?
A: Yes, for CEOs who were appointed before 3 Jan 2016, this information on the CEO’s date of appointment can still be lodged with ACRA. There will be no late filing penalty if the information is lodged between 3 Jan to 30 June 2016.
Q: What about the appointment of Managing Director in lieu of the CEO? Is the role of the MD/CEO the same?
A: “Chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who -
(a) is in direct employment of, or acting for or by arrangement with, the company; and
(b) is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be.
The role of the managing director may or may not be the same as the role of the CEO, and it will also depend on the designations used within a particular company. A managing director may be appointed separately from the appointment of a CEO.
Q: For companies whose director is also acting as the CEO, will the companies be required to file with ACRA the appointment of CEO after the Companies (Amendment) Act 2014 come into effect in January 2016?
A: s173D(2) of the Companies (Amendment) Act states that:
“Where a company [incorporated before the commencement date] has lodged the name and particulars of one or more managers with the Registrar as a manager or managers, as the case may be, of the company under section 173 in force immediately before the appointed day, the name and particulars of the manager or managers, as the case may be, shall be entered in the company’s register of chief executive officers referred to in section 173, until a notification of any change in the information referred to in section 173(5) is received by the Registrar under section 173A(1)(b).”
Therefore, it is the name of a manager or managers who is entered into the register as a CEO/ CEOs. The name of a director who is not appointed as a manager will not be entered into the register as a CEO. The company of such a director will have to file with ACRA the appointment of a CEO, when Bizfile+ is launched.
Q: Can companies opt not to appoint a CEO?
A: Yes. It is discretionary for a company to do so.
Model Constitution - Merging of memorandum and articles into "Constitution"
Q: What is the difference between the two options available under "Type of model constitution" for incorporation of local company?
A: One option is for the company to choose a constitution that is in force at that point in time. If a company chooses this option and the constitution changes in future, then the new constitution will not automatically apply to the company. The company will have to adopt the new constitution specifically if it wants to.
The second option is for the company to choose a constitution that is in force from time to time. This means that if the constitution changes in future, the company will be taken to have adopted this new constitution automatically.
Q: Does the company need to hold an EGM to adopt the changes if there is any updates made to the model constitution? Alteration to M & A?
A: A special resolution adopting the changes has to be filed with ACRA within 14 days. The company has to hold a general meeting in order to pass the special resolution.
Q: When will the model constitution be available?
A: The model constitutions will only be available from 3 Jan 2016.
Q: For company incorporation, when can we view the model constitution? What is the difference in the 2 types of model constitution?
A: The model constitution may only be viewed from 3 Jan 2016 and are substantially similar in contents to Table A in the 4th Schedule of the Companies Act. There is a model constitution for private companies and one for companies limited by guarantee.
FAQs on filing transactions done prior to BizFile migration to BizFile+
Q: If the documents for amalgamation is submitted before the BizFile system migration on 22 Dec 2015, can the date of amalgamation be reflected as 1 January 2016?
A: The effective date of amalgamation can be indicated as 1 January 2016 as long as the BizFile transaction “Registration of Amalgamation” is submitted before 22 Dec 2015 and the intended date of amalgamation is clearly indicated as 1 January 2016 in the BizFile form.
Q: What happens to the name application that is submitted before the launch of BizFile+? Will the data be lost during migration, and is there a need to re-submit the name application via BizFile+?
A: If the name application is approved prior to system migration, the data will be ported over to BizFile+. However if the name application is referred to a Referral Authority (RA) and the RA does not revert with an outcome by 25 Dec 2015, the application will be rejected. The applicant will have to submit a fresh application in BizFile+. The name approval fee of $15 which was paid earlier will be refunded.
Q:Will XBRL financial statements that are uploaded before BizFile system migration be removed? Do these have to be re-uploaded after the system migration?
A: XBRL financial statements which are uploaded but not filed before BizFile system migration will be deleted. The XBRL financial statements will need to be uploaded again for filing in BizFile+.
Q: If the Annual Return is due for filing during the BizFile system migration period, will there be any penalties if the company lodge the AR on 3 Jan 2016? Will the filing due date be automatically extended and for how long?
A: If the AR filing due date falls during the system migration period, between 26 December 2015 and 2 January 2016, penalties will NOT be imposed if the AR is filed by 2 February 2016. Lodgers are strongly recommended to file before the system migration period if the deadline is within/during the system migration period.