As part of the Ministry of Finance’s (MOF) and ACRA’s regular review of legislation administered by ACRA, the ACRA (Registry and Regulatory Enhancements) Bill (the Bill) was passed by Parliament on 2 July 2024.
The amendments aim 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 ACRA’s registers 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 (CA); and
- Streamline the financial reporting requirements for foreign companies registered under the CA.
The Bill makes amendments to the Accounting and Corporate Regulatory Authority Act 2004, the Accountants Act 2004, the Business Names Registration Act 2014, the Companies Act 1967, 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.
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.
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: (a) Individuals’ existing alternate address will be auto-converted and kept in ACRA’s register as their contact address upon commencement of the contact address regime; and (b) For individuals without an alternate address, the individual’s residential address as kept in ACRA’s register will be auto-converted and kept in ACRA’s register as their 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. | 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. | 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: (a) the Registrar or the Authority to disclose data in accordance with the tiered framework; and (b) the Minister to amend the tiered framework to calibrate the disclosure of data in ACRA’s repository to different persons or classes or people. | The amendments enable the Registrar and the Authority 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: (a) the Registrar or the Authority may send document and information, other than summons, by way of sending such document and information digitally to the digital mailbox in Bizfile; (b) recipients may be notified via electronic means on how and when to access information and document sent by the Registrar or the Authority.
| This will allow ACRA to transition from sending of hard copy documents to sending document 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. | This will facilitate Government-to-Business digital communications. | ||
| Improve filing convenience and data accuracy | |||
|
To empower the Registrar or the Authority to obtain and use information from prescribed public agencies, such that: (a) a person will not need to input the data with ACRA during the filing of a transaction and the person will be deemed to have complied with the filing requirement; and (b) ACRA may use the information to maintain, rectify or update ACRA’s repository or registers (e.g. changes in particulars of a director such as full name, residential address and nationality). | 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 the Authority 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 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:
(a) reflect the disqualification status of individuals disqualified under any section of the CA; and (b) use information obtained from the courts for the purpose of exercising the power to reflect the disqualification status of individuals disqualified under any section of the CA in ACRA's register. |
This clarifies that the Registrar is empowered to indicate the disqualification status of individuals disqualified under any section of the CA in the register. | ||
| Streamline the financial reporting requirements for foreign companies registered under the CA | |||
|
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. |
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. | ||
Implementation Timeline
The legislative amendments will take effect on 9 December 2024.
Documents related to the Bill’s passage through Parliament
Please access the following links for more information on:
1. ACRA (Registry and Regulatory Enhancements) Bill
2. Second Reading Speech of the ACRA (Registry and Regulatory Enhancements) Bill
3. ACRA’s Public Consultation on Proposed Legislative Amendments Relating to Data, Digitalisation and Corporate Transparency for a Trusted and Vibrant Business Environment in Singapore
4. ACRA’s Response to Public Consultation on Proposals Relating to Personal Data Collection and Use, Filing Convenience and Digital Correspondences and Other Proposed Amendments ( PDF, 111KB)
5. MOF’s and ACRA’s Public Consultation on Proposed Legislative Amendments Relating to Digital Communications and Regulatory Enhancements
6. MOF’s and ACRA’s Summary of Responses to Consultation Feedback on Digital Communications and Regulatory Enhancements
