/akn/sg/act/bill/2024/17

ACRA (Registry and Regulatory Enhancements) Bill

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Type
Bill
Status
In force
Enacted
2024
Sections
77

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About this bill

ACRA (Registry and Regulatory Enhancements) Bill is Singapore Bill, cited as Bill 17 2024, currently marked in force and first recorded in 2024.

Part 1

AMENDMENT OF ACCOUNTING AND CORPORATE REGULATORY AUTHORITY ACT 2004

Clause 2

Amendment of section 6

Open as pageSuggest a correction

In the Accounting and Corporate Regulatory Authority Act 2004 (called in this Part the ACRA Act), in section 6 —

(a)

in subsection (1), replace paragraph (c) with —“(c)to establish and administer a repository of information and documents relating to business entities and accounting entities and to provide access to such information and documents in accordance with this Act, the scheduled laws and the disclosure framework;”; and

(b)

replace subsection (4) with —“(4) In subsection (1) —“accounting entity” has the meaning given by section 35A;“disclosure framework” and “scheduled law” have the meanings given by section 26.”.

Clause 3

Amendment of Part 6A heading

Open as pageSuggest a correction

In the ACRA Act, in Part 6A, in the Part heading, replace “, REGISTERED FILING AGENTS AND REGISTERED QUALIFIED INDIVIDUALS” with “AND DATA FRAMEWORK”.

Clause 4

Amendment of section 26

Open as pageSuggest a correction

In the ACRA Act, in section 26 —

(a)

before the definition of “Chief Executive”, insert —“ “authorised information service provider” means any person authorised by the Registrar or the Authority to provide information services to the public using information provided by the Registrar or the Authority;”;

(b)

after the definition of “copy”, insert —“ “disclosure framework” means the disclosure framework set out in the Sixth Schedule;”;

(c)

after the definition of “malfunction”, insert —“ “prescribed entity” means any entity prescribed under section 35 for the purposes of section 30A;“prescribed public agency” means any public agency prescribed under section 35 for the purposes of section 30A;“public agency” means a public officer, an Organ of State or a ministry or department of the Government, or a body or authority established by or under any public Act to perform or discharge a public function, or a member, an officer or employee, or any department thereof;”; and

(d)

after the definition of “scheduled Act”, insert —“ “scheduled law” means any scheduled Act or Fifth Schedule Act;”.

Clause 5

Amendment of section 27

Open as pageSuggest a correction

In the ACRA Act, in section 27 —

(a)

in subsection (1)(b), after “issue”, insert “, give or send any information or”;

(b)

in subsection (1)(b), after “under”, insert “this Act,”;

(c)

in subsection (1), after paragraph (c), insert —“(ca)to facilitate the implementation of this Part;”; and

(d)

in subsection (3), after paragraph (a), insert —“(aa)all information and documents required to be submitted to the Registrar using a form mentioned in section 28(1A) have been submitted as required;”.

Clause 6

Amendment of section 28

Open as pageSuggest a correction

In the ACRA Act, in section 28, after subsection (1), insert —“(1A) Where a person carries out a transaction with the Registrar using the electronic transaction system, the Registrar may require the person to use a form on the electronic transaction system which requires the submission of information or documents for the transaction or for any other purpose under this Act or a scheduled law to the Registrar.”.

Clause 7

New section 28A

Open as pageSuggest a correction

In the ACRA Act, after section 28, insert —“Information or document issued, given or sent by means of electronic transaction system28A.—

(1)

Any information or document required or permitted, under this Act or a scheduled law, to be issued, given or sent by the Registrar, the Authority or any other person or body appointed or constituted under this Act or the scheduled law (as the case may be) to any person may be issued, given or sent by —

(a)

uploading the information or document on the electronic transaction system; and

(b)

notifying the person how and when the person may access the information or document on the electronic transaction system, by sending the notification to the person’s last email address or in any other manner prescribed under section 35(2)(ba).(2) The issuing, giving or sending of a document in accordance with this section is effective despite section 42A or any other provision of this Act or any scheduled law requiring or permitting the document to be issued, given or sent by other means.(3) This section does not apply to any notice, summons or document to be served in connection with proceedings in court.(4) In this section, “last email address” means the last email address given by the person concerned for the purpose of subsection (1)(b).”.

Clause 8

New sections 30A to 30E

Open as pageSuggest a correction

In the ACRA Act, after section 30, insert —“Information from prescribed public agencies or prescribed entities30A.—

(1)

A prescribed public agency or a prescribed entity may, at the request of the Registrar or the Authority, provide information, including personal data, to the Registrar or the Authority for the purposes of subsection (2) or (3) (as the case may be) unless the prescribed public agency or prescribed entity is prohibited by any written law from so providing the information.(2) The Registrar or the Authority may use information obtained from any prescribed public agency for any purpose under this Act or any scheduled law, including to keep, maintain, rectify or update the information kept in the repository mentioned in section 6(1)(c) or any register kept under a scheduled Act.(3) The Registrar or the Authority may use information obtained from any prescribed entity to verify the accuracy of any information or document kept, or to be kept, in the repository mentioned in section 6(1)(c).(4) If the Registrar or the Authority uses information mentioned in subsection (2) for any purpose permitted by that subsection, instead of obtaining the information from a person required under any other provision of this Act or any scheduled law to provide the same, that person —

(a)

is deemed to have complied with the requirement to provide the information for that purpose; and

(b)

is not liable for any error or inaccuracy in the information used under subsection (2), unless the Registrar or the Authority has —

(i)

requested that person to verify the information; and

(ii)

given that person a reasonable opportunity to correct that information.(5) No prescribed public agency or prescribed entity, or a person acting on behalf of a prescribed public agency or prescribed entity, shall —

(a)

be guilty of an offence under any written law or of any breach of confidence;

(b)

incur any civil liability; or

(c)

be liable to any disciplinary action,only because the prescribed public agency, prescribed entity or person (as the case may be) provided or purportedly provided information to the Registrar or the Authority under subsection (1) in good faith and with reasonable care.Use of information and documents in repository30B.—

(1)

The Registrar or the Authority may provide information and documents (whether in bulk or otherwise) from the repository mentioned in section 6(1)(c), including personal data provided to or obtained by the Registrar or the Authority under this Act or any scheduled law, in accordance with the disclosure framework and subject to any restriction relating to confidentiality under this Act or a scheduled law, for any of the following purposes:

(a)

to any authorised information service provider to provide information services to any person;

(b)

to assist any person to exercise a power or to fulfil any obligation under any written law as specified in the Sixth Schedule;

(c)

to provide the service mentioned in section 27(1)(c), in circumstances other than as mentioned in paragraphs (a) and (b).(2) Subsection (1) and the disclosure framework do not limit or prevent the provision of information or documents by the Registrar or the Authority as permitted or required by or under any other Act or law.Exclusion of residential address from public disclosure if contact address is available30C.—

(1)

Subject to subsection (2) and any exception specified in the Sixth Schedule, an individual’s residential address must be excluded from public disclosure.(2) The Registrar may cause an individual’s residential address to cease to be excluded from public disclosure in accordance with section 30D.(3) Where, pursuant to subsection (2), the individual’s residential address has ceased to be excluded from public disclosure, the Registrar must cause the exclusion from public disclosure to resume if —

(a)

subject to section 30D(8) and the equivalent provision in any scheduled Act, the Registrar receives notice of the individual’s contact address under this Act or any scheduled Act; or

(b)

the Court so directs on an appeal under section 30D(7) or the equivalent provision in any scheduled Act.(4) In this section and in section 30D —“contact address”, in relation to an individual, means an individual’s contact address kept or maintained by the Authority under this Act or by the Registrar under any scheduled Act;“public disclosure” means disclosure under section 30B(1);“Registrar” means the Registrar appointed under any scheduled Act;“residential address”, in relation to an individual, means an individual’s residential address kept or maintained by the Authority under this Act or by the Registrar under any scheduled Act.Cessation of exclusion of residential address from public disclosure30D.—

(1)

For the purposes of section 30C(2), the grounds for causing an individual’s residential address to cease to be excluded from public disclosure are either that —

(a)

communications sent by any officer of the Authority under this Act, or by the Registrar or any officer of the Authority under any scheduled Act, to the individual at his or her contact address and requiring a response within a specified period remain unanswered; or

(b)

there is evidence to show that service of any document under this Act or any scheduled Act at the individual’s contact address is not effective to bring it to the notice of the individual.(2) Before causing an individual’s residential address to cease to be excluded from public disclosure pursuant to section 30C(2), the Registrar must give a notice under subsection (3) to the individual and the interested persons specified in the Sixth Schedule (if any).(3) The notice mentioned in subsection (2) must —

(a)

state the grounds under subsection (1) on which the Registrar intends to cease the exclusion of the individual’s residential address; and

(b)

specify the period within which representations may be made to the Registrar.(4) The Registrar must consider the representations (if any) given in response to the notice mentioned in subsection (2) and received within the period specified by the Registrar under subsection (3)(b).(5) If the Registrar decides to cause the individual’s residential address to cease being excluded from public disclosure, the Registrar must before doing so give notice of the decision to the individual and the interested persons specified in the Sixth Schedule (if any).(6) A notice to the individual under subsection (2) or (5) must be sent to the individual’s residential address unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual’s notice, in which case it may be sent to any other last known address of that individual.(7) Any person aggrieved by the decision of the Registrar under section 30C(2) may, within 30 days after the date of receiving the notice under subsection (5), appeal to the Court which may confirm or reverse the Registrar’s decision and make any directions in the matter.(8) The individual is not allowed to provide a contact address within 3 years after the Registrar causes the individual’s residential address to cease to be excluded from public disclosure, unless the Registrar is satisfied that there is good cause for allowing the individual to do so in a particular case.(9) Subject to subsections (8) and (10), where an individual provides a new contact address under this Act or any scheduled Act, the Registrar must replace the individual’s contact address in the repository mentioned in section 6(1)(c) with the new contact address.(10) Subsection (9) does not require the replacement of the individual’s contact address in any document kept in the repository.Disclosure framework30E.—

(1)

The disclosure framework applicable to information and documents in the repository mentioned in section 6(1)(c), including personal data mentioned in section 30B(1), is as set out in the Sixth Schedule.(2) The Minister may, by order in the Gazette, amend the Sixth Schedule, which may include the following matters:

(a)

any exception to section 30C(1);

(b)

the interested persons mentioned in section 30D(2) and (5);

(c)

the types of information and documents mentioned in subsection (1) that the Registrar or the Authority must not disclose;

(d)

the persons or classes of persons to whom the Registrar or the Authority must not disclose any information or document mentioned in subsection (1);

(e)

the requirements that any person who receives any information or document mentioned in subsection (1) disclosed by the Registrar or the Authority must comply with.”.

Clause 9

Amendment of section 35

Open as pageSuggest a correction

In the ACRA Act, in section 35(2), after paragraph (b), insert —“(ba)for the purposes of section 28A —

(i)

require any person who may be issued, given or sent information or a document by means of the electronic transaction system to provide an email address for notification under section 28A(1)(b);

(ii)

prescribe any other manner in which the notification under section 28A(1)(b) may be given; and

(iii)

prescribe the time and circumstances when the information or document is deemed to be issued, given or sent by means of the electronic transaction system;”.

Clause 10

Amendment of section 42A

Open as pageSuggest a correction

In the ACRA Act, in section 42A —

(a)

in subsection (2)(b) and (d), after “residential address”, insert “, contact address”;

(b)

in subsection (2)(c), after “resident there,”, insert “at the individual’s contact address with an adult apparently resident or employed there,”;

(c)

in subsection (8), in the definition of “business address”, in paragraph (a), delete “, or place of employment,”; and

(d)

in subsection (8), after the definition of “business address”, insert —“ “contact address”, in relation to an individual, means an individual’s contact address kept or maintained by the Authority under this Act or by the Registrar under any scheduled Act;”.

Clause 11

New Sixth Schedule

Open as pageSuggest a correction

In the ACRA Act, after the Fifth Schedule, insert —“SIXTH SCHEDULESections 26, 30B, 30C, 30D and 30EDisclosure FrameworkDefinitions

1. In this Schedule, “Registrar” and “residential address” have the meanings given by section 30C(4).Limits to section 30B2. Subject to paragraph 3, the Registrar or the Authority must not, under section 30B(1), provide to any person —

(a)

information obtained under section 28(1A) that is not related to the transaction concerned; or

(b)

information obtained under section 30A.Permitted disclosure of residential address

3. Despite paragraph 2, and as an exception to section 30C(1), the Registrar or the Authority may provide the residential address of any individual —

(a)

to an authorised information service provider under section 30B(1)(a), but the authorised information service provider must not disclose the individual’s residential address in any information service provided by the authorised information service provider; or

(b)

under section 30B(1)(b).Permitted disclosure under section 30B(1)(b)

4. Section 30B(1)(b) applies to assist the following persons to exercise their power or to fulfil their obligations under the following specified Acts —

(a)

in any of the following roles:

(i)

a trustee of a bankrupt’s estate appointed under the Insolvency, Restructuring and Dissolution Act 2018 or the repealed Bankruptcy Act (Cap. 20, 2009 Revised Edition) as in force before 30 July 2020;

(ii)

a liquidator or provisional liquidator appointed under the Insolvency, Restructuring and Dissolution Act 2018, or the Companies Act 1967 as in force before 30 July 2020;

(iii)

a judicial manager or an interim judicial manager appointed under the Insolvency, Restructuring and Dissolution Act 2018, or the Companies Act 1967 as in force before 30 July 2020;

(iv)

a receiver or manager appointed under the Insolvency, Restructuring and Dissolution Act 2018, or the Companies Act 1967 as in force before 30 July 2020; or

(b)

relating to the prevention of money laundering, terrorism financing and the financing of the proliferation of weapons of mass destruction as —

(i)

a financial institution as defined in section 2 of the Financial Services and Markets Act 2022;

(ii)

a moneylender licensed under the Moneylenders Act 2008; or

(iii)

a licensed estate agent as defined in section 3(1) of the Estate Agents Act 2010.Interested persons under section 30D5. The interested persons mentioned in section 30D(2) and (5) in relation to an individual are the entities in column 2 of the table corresponding to the position held by the individual in column 1:Column 1Position of individual Column 2Interested person1.A partner or manager of an accounting LLP or a director, chief executive officer or secretary of an accounting corporation (a)Every accounting LLP of which the Registrar has been notified under the Accountants Act 2004 that the individual is a partner or manager; and

(b)

Every accounting corporation of which the Registrar has been notified under the Accountants Act 2004 that the individual is a director, chief executive officer or secretary.2.An employee of an accounting LLP or accounting corporation who is a public accountant and practising as such in the accounting LLP or accounting corporationEvery accounting LLP or accounting corporation in which the Registrar has been notified under the Accountants Act 2004 that the individual is practising as a public accountant.3.A director, chief executive officer or secretary of a companyEvery company of which the Registrar has been notified under the Companies Act 1967 that the individual is a director, chief executive officer or secretary.4.A member of a private companyThe private company.5.A director or authorised representative of a foreign companyEvery foreign company of which the Registrar has been notified under the Companies Act 1967 that the individual is a director or authorised representative.6.A partner or manager of a limited liability partnershipEvery limited liability partnership of which the Registrar has been notified under the Limited Liability Partnerships Act 2005 that the individual is a partner or manager.7.A director or secretary of a variable capital companyEvery variable capital company of which the Registrar has been notified under the Variable Capital Companies Act 2018 that the individual is a director or secretary.”.

Clause 12

Miscellaneous amendments

Open as pageSuggest a correction

In the ACRA Act —

(a)

in the following provisions, replace “scheduled Act or Fifth Schedule Act” wherever it appears with “scheduled law”:Section 26, definition of “transaction”Section 27(1)(b) and (d), (2)(c), (3)(b) and (5)(a)Section 28(1)(a) and (b)Section 30(1)(a);Section 32(14); and

(b)

in section 27(6)(a) and (b), replace “scheduled Acts or Fifth Schedule Acts” with “scheduled laws”.

Part 2

AMENDMENT OF ACCOUNTANTS ACT 2004

Clause 13

Amendment of section 2

Open as pageSuggest a correction

In the Accountants Act 2004 (called in this Part the Accountants Act), in section 2(1) —

(a)

replace the definition of “alternate address” with —“ “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 or any of the written laws specified in the Second Schedule to that Act;”;

(b)

after the definition of “Complaints Committee”, insert —“ “contact address”, in relation to an individual, means an address that meets all of the following conditions:

(a)

it is a physical address at which the individual can be physically found or contacted by post;

(b)

it is not a post office box number;

(c)

it is located in the same jurisdiction as the individual’s residential address;”; (c)after the definition of “Disciplinary Committee”, insert —“ “electronic transaction system” means the electronic transaction system mentioned in section 12A(1);”; and

(d)

after the definition of “firm”, insert —“ “full name” or “name” means —

(a)

in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or

(b)

in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;”.

Clause 14

New sections 8A, 8B and 8C

Open as pageSuggest a correction

In the Accountants Act, after section 8, insert —“Transitional provision for contact address8A.—

(1)

Where an individual maintained an alternate address with the Registrar under this Act immediately before the commencement date, as from that date, the Registrar must cause —

(a)

the alternate address to be kept as the individual’s contact address in a register maintained under section 8(1), instead of as the individual’s alternate address, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date; and

(b)

the contact address to be made available for public inspection under section 8(2)(b) as the individual’s address.(2) Where an individual did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, but the individual’s residential address is kept in a register maintained under section 8(1), the Registrar must, as from that date, cause —

(a)

the individual’s residential address to be kept as the individual’s contact address in that register, in addition to being kept as the individual’s residential address, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date; and

(b)

the contact address to be made available for public inspection under section 8(2)(b) as the individual’s address.(3) Where —

(a)

before the commencement date, the residential address of an individual practitioner of an accounting corporation, an accounting firm or an accounting LLP, a director of an accounting corporation, a partner of an accounting firm or a partner or manager of an accounting LLP (called in this subsection the individual) has been entered in a register mentioned in section 8(1) of that accounting corporation, accounting firm or accounting LLP, as the case may be; and

(b)

on the commencement date, the registers mentioned in section 8(1) of that accounting corporation, accounting firm or accounting LLP (as the case may be) do not show that the individual holds any of the positions mentioned in paragraph (a) in the same accounting corporation, accounting firm or accounting LLP, as the case may be,the Registrar must, as from the commencement date, cause the individual’s residential address to be excluded from public inspection of that register of that accounting corporation, accounting firm or accounting LLP (as the case may be) under section 8(2)(b).(4) In this section —“commencement date” means the date of commencement of section 14 of the ACRA (Registry and Regulatory Enhancements) Act 2024;“individual practitioner” has the meaning given by section 38B.Exclusion of residential address from public inspection if contact address is available8B.—

(1)

The Registrar must cause an individual’s residential address recorded in any register maintained under section 8(1) to be excluded from public inspection under section 8(2)(b).(2) Where, pursuant to subsection (1) or (3), the individual’s residential address is excluded from public inspection under section 8(2)(b), the Registrar may cause the residential address to cease to be excluded from such public inspection in accordance with section 8C.(3) Where, pursuant to subsection (2), the individual’s residential address has ceased to be excluded from public inspection under section 8(2)(b), the Registrar must cause the exclusion from public inspection to resume if —

(a)

subject to section 8C(8) and the equivalent provisions in other ACRA administered Acts, the Registrar receives notice of the individual’s contact address under any ACRA administered Act; or

(b)

the Court so directs on an appeal under section 8C(7).Cessation of exclusion of residential address from public inspection8C.—

(1)

For the purposes of section 8B(2), the grounds for causing an individual’s residential address to cease to be excluded from public inspection under section 8(2)(b) are either that —

(a)

communications sent by the Registrar under this Act, or any officer of the Authority under any ACRA administered Act, to the individual at his or her contact address and requiring a response within a specified period remain unanswered; or

(b)

there is evidence to show that service of any document under this Act or under any ACRA administered Act at the individual’s contact address is not effective to bring it to the notice of the individual.(2) Before causing the individual’s residential address to cease to be excluded from public inspection pursuant to section 8B(2), the Registrar must give a notice under subsection (3) to —

(a)

the individual; and

(b)

every accounting LLP or accounting corporation in respect of which the individual’s residential address had been recorded in any register maintained under section 8(1).(3) The notice mentioned in subsection (2) must —

(a)

state the grounds under subsection (1) on which the Registrar intends to cease the exclusion of the individual’s residential address; and

(b)

specify the period within which representations may be made to the Registrar.(4) The Registrar must consider the representations (if any) given in response to the notice mentioned in subsection (2) and received within the period specified by the Registrar under subsection (3)(b).(5) If the Registrar decides to cause the individual’s residential address to cease being excluded from public inspection, the Registrar must before doing so give notice of the decision to —

(a)

the individual; and

(b)

every accounting LLP or accounting corporation in respect of which the individual’s residential address had been recorded in any register maintained under section 8(1).(6) A notice to the individual under subsection (2) or (5) must be sent to the individual’s residential address unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual’s notice, in which case it may be sent to any other last known address of that individual.(7) Any person aggrieved by the decision of the Registrar under section 8B(2) may, within 30 days after the date of receiving the notice under subsection (5), appeal to the Court which may confirm or reverse the Registrar’s decision and make any directions in the matter.(8) The individual is not allowed to provide a contact address within 3 years after the Registrar causes the individual’s residential address to cease to be excluded from public inspection under section 8(2)(b) pursuant to section 8B(2), unless the Registrar is satisfied that there is good cause for allowing the individual to do so in a particular case.(9) Subject to subsection (8), where notice of a change in the individual’s contact address is lodged under any ACRA administered Act, the Registrar must replace the individual’s contact address in each register maintained under section 8(1) with the new contact address.”.

Clause 15

Amendment of section 11

Open as pageSuggest a correction

In the Accountants Act, in section 11(2) —

(a)

replace “3 January 2016” with “the date of commencement of section 15 of the ACRA (Registry and Regulatory Enhancements) Act 2024”; and

(b)

in paragraph (d), after “residential address”, insert “and contact address”.

Clause 16

Amendment of section 12B

Open as pageSuggest a correction

In the Accountants Act, in section 12B —

(a)

in subsection (1), replace “Subject to section 12C, a” with “A”; and

(b)

after subsection (2), insert —“(3) Subsection (1) does not apply to any document prescribed as an excluded document for the purposes of this subsection.(4) Where a document is submitted on or after the date of commencement of section 16 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system, the reference to a document in subsection (1) excludes the following entries in the form:

(a)

a means of notification provided by a person for the purposes of section 28A(1)(b) of the Accounting and Corporate Regulatory Authority Act 2004;

(b)

an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004;

(c)

any other prescribed information.(5) Where —

(a)

a document is filed or lodged with the Registrar or the Oversight Committee under this Act by submitting a form on the electronic transaction system on or after the date of commencement of section 16 of the ACRA (Registry and Regulatory Enhancements) Act 2024; and

(b)

an individual’s residential address is entered in that form,the Registrar must cause the individual’s residential address to be excluded from every copy or extract of that document given or certified by the Registrar under subsection (1).”.

Clause 18

Amendment of section 14

Open as pageSuggest a correction

In the Accountants Act, in section 14(1), after “residential address”, insert “, contact address”.

Clause 19

Amendment of section 64A

Open as pageSuggest a correction

In the Accountants Act, in section 64A, replace “, if the public accountant has provided an alternate address under section 12C, his or her alternate address” with “contact address”.

Part 3

AMENDMENT OF BUSINESS NAMES REGISTRATION ACT 2014

Clause 20

Amendment of section 2

Open as pageSuggest a correction

In the Business Names Registration Act 2014 (called in this Part the BNR Act), in section 2(1) —

(a)

replace the definition of “alternate address” with —“ “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 or any of the written laws specified in the Second Schedule to that Act;”;

(b)

after the definition of “company”, insert —“ “contact address”, in relation to an individual, means an address that meets all of the following conditions:

(a)

it is a physical address at which the individual can be physically found or contacted by post;

(b)

it is not a post office box number;

(c)

it is located in the same jurisdiction as the individual’s residential address;”; (c)after the definition of “document”, insert —“ “electronic transaction system” means the electronic transaction system mentioned in section 29(1);”; and

(d)

after the definition of “foreign company”, insert —“ “full name” or “name” means —

(a)

in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or

(b)

in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;”.

Clause 21

Amendment of section 4

Open as pageSuggest a correction

In the BNR Act, in section 4, replace subsection (5) with —“(5) In this section, a reference to an individual or a person includes a class of individuals or a class of persons, respectively.”.

Clause 22

Amendment of section 6

Open as pageSuggest a correction

In the BNR Act, in section 6(1)(b)(iv), (vi)(A) and (vii), replace “and residential address” with “, residential address and contact address”.

Clause 23

Amendment of section 11

Open as pageSuggest a correction

In the BNR Act, in section 11(8), after “residential address”, insert “and contact address”.

Clause 24

Amendment of section 28

Open as pageSuggest a correction

In the BNR Act, in section 28 —

(a)

in subsection (1), replace “Subject to section 30, a” with “A”; and

(b)

after subsection (3), insert —“(4) Subsection (1) does not apply to any document prescribed as an excluded document for the purposes of this subsection.(5) Where a document is submitted on or after the date of commencement of section 24 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system, the reference to a document in subsection (1) excludes the following entries in the form:

(a)

a means of notification provided by a person for the purposes of section 28A(1)(b) of the Accounting and Corporate Regulatory Authority Act 2004;

(b)

an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004;

(c)

any other prescribed information.(6) Where —

(a)

a document is filed or lodged with the Registrar under this Act by submitting a form on the electronic transaction system on or after the date of commencement of section 24 of the ACRA (Registry and Regulatory Enhancements) Act 2024; and

(b)

an individual’s residential address is entered in that form,the Registrar must cause the individual’s residential address to be excluded from every copy or extract of that document given or certified by the Registrar under subsection (1).”.

Clause 25

Replacement of section 30

Open as pageSuggest a correction

In the BNR Act, replace section 30 with —“Transitional provision for contact address30.—

(1)

Where an individual maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken to be the individual’s contact address for the purposes of this Act until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.(2) Where an individual did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, the individual’s residential address is taken to be the individual’s contact address for the purposes of this Act until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.(3) An individual’s contact address mentioned in subsection (1) or (2) is deemed, for the purposes of section 20(1), to be a particular registered in respect of the person concerned.(4) In this section, “commencement date” means the date of commencement of section 25 of the ACRA (Registry and Regulatory Enhancements) Act 2024.”.

Clause 26

Amendment of section 42

Open as pageSuggest a correction

In the BNR Act, in section 42 —

(a)

in subsection (1)(a), after sub-paragraph (ii), insert —“(iia)by leaving it with an adult person apparently resident or employed at, or by sending it by ordinary post or prepaid registered post to, the individual’s contact address;”;

(b)

in subsection (1)(a)(iv), after “at the”, insert “contact address or”; and

(c)

in subsection (4)(c), replace “alternate address, if any” with “contact address”.

Part 4

AMENDMENT OF COMPANIES ACT 1967

Clause 27

Amendment of section 4

Open as pageSuggest a correction

In the Companies Act 1967 (called in this Part the Companies Act), in section 4(1) —

(a)

after the definition of “accounts”, insert —“ “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 or any of the written laws specified in the Second Schedule to that Act;”;

(b)

delete the definition of “alternate address”;

(c)

after the definition of “constitution”, insert —“ “contact address”, in relation to an individual, means an address that meets all of the following conditions:

(a)

it is a physical address at which the individual can be physically found or contacted by post;

(b)

it is not a post office box number;

(c)

it is located in the same jurisdiction as the individual’s residential address;”;

(d)

after the definition of “electronic communication”, insert —“ “electronic transaction system” means the electronic transaction system mentioned in section 12A(1);”; and

(e)

after the definition of “foreign company”, insert —“ “full name” or “name” means —

(a)

in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or

(b)

in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;”.

Clause 28

Amendment of section 12

Open as pageSuggest a correction

In the Companies Act, in section 12, after subsection (2AA), insert —“(2AB) Subsection (2)(a) and (b) does not apply to any document prescribed as an excluded document for the purposes of this subsection.(2AC) Where a document is submitted on or after the date of commencement of section 28 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system, the references to the document in subsection (2)(a) and (b) exclude the following entries in the form:

(a)

a means of notification provided by a person for the purposes of section 28A(1)(b) of the Accounting and Corporate Regulatory Authority Act 2004;

(b)

an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004;

(c)

any other prescribed information.”.

Clause 29

Amendment of section 12D

Open as pageSuggest a correction

In the Companies Act, in section 12D —

(a)

in subsection (1)(a), delete “or” at the end;

(b)

in subsection (1), after paragraph (a), insert —“(aa)the register is inaccurate in respect of the particulars or document, taking account of information given in, or in support of, a notice to the Registrar under section 173A(1) or 173E(1), (2) or (3); or”;

(c)

in subsection (1)(b)(ii), after “prescribed”, insert “, or the courts”;

(d)

after subsection (1), insert —“(1A) Subsections (2) to (5) do not apply where the Registrar rectifies or updates the register under subsection (1)(aa).”; and

(e)

in subsections (6) and (7), replace “or defect” wherever it appears with “, defect or inaccuracy”.

Clause 30

New sections 12E and 12F

Open as pageSuggest a correction

In the Companies Act, after section 12D, insert —“Exclusion of residential address from public inspection or access if contact address is available12E.—

(1)

The Registrar must cause —

(a)

the residential address of a director, chief executive officer or secretary contained in the register of directors, register of chief executive officers or register of secretaries (as the case may be) kept by the Registrar under section 173(1) to be excluded from public inspection or access under section 12(2)(c); and

(b)

the residential address of a member of a private company (who is an individual) contained in the electronic register of members kept by the Registrar under section 196A to be excluded from public inspection or access under section 12(2)(d).(2) Where, pursuant to subsection (1) or (3), the residential address of a director, chief executive officer or secretary of a company or a member of a private company mentioned in subsection (1) (called in this section and section 12F the individual) is excluded from public inspection or access under section 12(2)(c) or (d) (as the case may be), the Registrar may cause the residential address to cease to be excluded from such public inspection or access in accordance with section 12F.(3) Where, pursuant to subsection (2), the individual’s residential address has ceased to be excluded from public inspection or access under section 12(2)(c) or (d) (as the case may be), the Registrar must cause the exclusion from public inspection or access to resume if —

(a)

subject to section 12F(8) and the equivalent provisions in other ACRA administered Acts, notice of a change in the individual’s contact address is lodged under any ACRA administered Act; or

(b)

the Court so directs on an appeal under section 12F(7).(4) Where —

(a)

a document is filed or lodged with the Registrar under this Act by submitting a form on the electronic transaction system on or after the date of commencement of section 30 of the ACRA (Registry and Regulatory Enhancements) Act 2024; and

(b)

an individual’s residential address is entered in that form,the Registrar must cause the individual’s residential address to be excluded from public inspection or access in respect of that document under section 12(2)(a) or (b).Cessation of exclusion of residential address from public inspection or access12F.—

(1)

For the purposes of section 12E(2), the grounds for causing the individual’s residential address to cease to be excluded from public inspection or access under section 12(2)(c) or (d) (as the case may be) are either that —

(a)

communications sent by the Registrar under this Act, or by any officer of the Authority under any ACRA administered Act, to the individual at his or her contact address and requiring a response within a specified period remain unanswered; or

(b)

there is evidence to show that service of any document under this Act or under any ACRA administered Act at the individual’s contact address is not effective to bring it to the notice of the individual.(2) Before causing the individual’s residential address to cease to be excluded from public inspection or access pursuant to section 12E(2), the Registrar must give a notice under subsection (3) to —

(a)

the individual;

(b)

every company of which the Registrar has been notified under this Act that the individual is a director, chief executive officer or secretary; and

(c)

every private company of which the Registrar has been notified under this Act that the individual is a member.(3) The notice mentioned in subsection (2) must —

(a)

state the grounds under subsection (1) on which the Registrar intends to cease the exclusion of the individual’s residential address; and

(b)

specify the period within which representations may be made to the Registrar.(4) The Registrar must consider the representations (if any) given in response to the notice mentioned in subsection (2) and received within the period specified by the Registrar under subsection (3)(b).(5) If the Registrar decides to cause the individual’s residential address to cease being excluded from public inspection or access, the Registrar must before doing so give notice of the decision to —

(a)

the individual; and

(b)

every company mentioned in subsection (2)(b) and (c).(6) A notice to the individual under subsection (2) or (5) must be sent to the individual’s residential address unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual’s notice, in which case it may be sent to any other last known address of that individual.(7) Any individual aggrieved by the decision of the Registrar under section 12E(2) may, within 30 days after the date of receiving the notice under subsection (5), appeal to the Court which may confirm or reverse the Registrar’s decision and make any directions in the matter.(8) The individual is not allowed to provide a contact address within 3 years after the Registrar causes the individual’s residential address to cease to be excluded from public inspection or access under section 12(2)(c) or (d) pursuant to section 12E(2), unless the Registrar is satisfied that there is good cause for allowing the individual to do so in a particular case.(9) Subject to subsection (8), where an individual provides a new contact address under any ACRA administered Act, the Registrar must replace the individual’s contact address contained in each register kept by the Registrar under section 12(1) with the new contact address.”.

Clause 31

Amendment of section 13

Open as pageSuggest a correction

In the Companies Act, in section 13(1)(c), replace “or defect” with “, defect or inaccuracy”.

Clause 32

Amendment of section 63

Open as pageSuggest a correction

In the Companies Act, in section 63(1), replace paragraph (e) with —“(e)for each member of the private company —

(i)

the full name;

(ii)

the identification and nationality, if required by the Registrar;

(iii)

the residential address and contact address (if the member is an individual) or the address (if otherwise); and

(iv)

the number and class of shares held.”.

Clause 33

Amendment of section 63A

Open as pageSuggest a correction

In the Companies Act, in section 63A(1), replace paragraph (e) with —“(e)for each of the 50 members of the public company who, following the allotment, hold the most number of shares in the company (excluding treasury shares) —

(i)

the full name;

(ii)

the identification and nationality, if required by the Registrar;

(iii)

the residential address and contact address (if the member is an individual) or the address (if otherwise); and

(iv)

the number and class of shares held.”.

Clause 34

Amendment of section 173

Open as pageSuggest a correction

In the Companies Act, in section 173 —

(a)

in subsection (3)(b), delete “or, at the director’s option, alternate address”;

(b)

in subsection (3), after paragraph (b), insert —“(ba)contact address;”;

(c)

in subsection (5)(b), delete “or, at the chief executive officer’s option, alternate address”;

(d)

in subsection (5), after paragraph (b), insert —“(ba)contact address;”;

(e)

in subsection (6)(b), delete “or, at the secretary’s option, alternate address”;

(f)

in subsection (6), after paragraph (b), insert —“(ba)contact address;”;

(g)

replace subsection (11) with —“(11) For the purposes of this section, a director includes an alternate, a substitute or a local director.”;

(h)

delete subsections (12) and (13); and

(i)

in subsection (14), replace “alternate address” with “contact address”.

Clause 37

Amendment of section 173D

Open as pageSuggest a correction

In the Companies Act, in section 173D, in the section heading, after “auditors”, insert “before 3 January 2016”.

Clause 38

Amendment of section 173E

Open as pageSuggest a correction

In the Companies Act, in section 173E(4), replace “alternate address” with “contact address”.

Clause 39

Amendment of section 173F

Open as pageSuggest a correction

In the Companies Act, in section 173F —

(a)

in the section heading, after “Registrar”, insert “to indicate death or disqualification”;

(b)

replace subsection (1) with —“(1) Where the Registrar has reasonable cause to believe that a director of a company has been disqualified, under or by virtue of section 148, 149, 149A, 154, 155, 155A, 155C or 155D —

(a)

from being a director of the company; or

(b)

from acting as a director of the company,the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has been disqualified from being or acting as a director (as the case may be) by virtue of that fact.(1A) Where the Registrar has reasonable cause to believe that a director of a company is dead, the Registrar may on his or her own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a director by virtue of that fact.”; and

(c)

in subsection (5), after “subsection (1),”, insert “(1A),”.

Clause 40

Replacement of section 173G

Open as pageSuggest a correction

In the Companies Act, replace section 173G with —“Transitional provision on keeping of contact address and residential address of director, chief executive officer or secretary173G.—

(1)

Where, immediately before the commencement date, there is an alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries, respectively, of any company, the Registrar must, as from that date, cause —

(a)

the alternate address to be kept as the contact address of the director, chief executive officer or secretary in that register, instead of as the alternate address of that director, chief executive officer or secretary, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date; and

(b)

that contact address to be made available for public inspection and access under section 12(2)(c) as the address of that director, chief executive officer or secretary.(2) Where, immediately before the commencement date —

(a)

there is no alternate address of a director, chief executive officer or secretary entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of a company kept by the Registrar under section 173(1)(a), (b) or (c), respectively; and

(b)

the residential address of the director, chief executive officer or secretary is entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) of the company,the Registrar must, as from the commencement date, cause —

(c)

the residential address to be kept as the contact address of that director, chief executive officer or secretary in that register until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date, in addition to being kept as the residential address of that director, chief executive officer or secretary; and

(d)

the contact address to be made available for public inspection and access under section 12(2)(c) as the address of that director, chief executive officer or secretary.(3) Where —

(a)

before the commencement date, the residential address of a director, chief executive officer or secretary of a company (called in this subsection the individual) has been entered in the register of directors, register of chief executive officers or register of secretaries, of the company; and

(b)

on the commencement date, those registers do not show that the individual holds any of the positions mentioned in paragraph (a) in the same company,the Registrar must, as from the commencement date, cause the individual’s residential address to be excluded from public inspection or access of that register of that company under section 12(2)(c).(4) Subsection (5) applies to a notice or information required to be furnished or given under section 173A or 173B (as the case may be) relating to an appointment or change in the appointment of a director, chief executive officer or secretary of a company which occurred before the commencement date.(5) Where the notice or information mentioned in subsection (4) is furnished or given on or after the commencement date, the notice or information must provide the information required under section 173 as in force when the notice or information is furnished or given, despite the appointment or the change in the appointment having occurred before the commencement date.(6) In this section, “commencement date” means the date of commencement of section 40 of the ACRA (Registry and Regulatory Enhancements) Act 2024.”.

Clause 41

Amendment of section 173H

Open as pageSuggest a correction

In the Companies Act, in section 173H —

(a)

in the section heading, replace “, 173C and 173G” with “and 173C”;

(b)

replace subsection (2) with —“(2) A director, a chief executive officer, a secretary or an auditor who fails to comply with any requirement under section 173B shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.”; and

(c)

delete subsections (3) and (4).

Clause 42

Amendment of section 196A

Open as pageSuggest a correction

In the Companies Act, in section 196A(2)(a), replace sub‑paragraph (ii) with —“(ii)the residential address and contact address (if the member is an individual) or address (if otherwise) of each member;”.

Clause 43

New section 196E

Open as pageSuggest a correction

In the Companies Act, after section 196D, insert —“Transitional provision on keeping of residential address and contact address of members of private company196E. As from the date of commencement of section 43 of the ACRA (Registry and Regulatory Enhancements) Act 2024, the Registrar must cause —

(a)

the address contained in the electronic register of members of each member who is an individual to be kept as the residential address of that member and, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date, also as the contact address of that member; and

(b)

that contact address to be made available for public inspection and access under section 12(2)(d) as the address of that member.”.

Clause 44

Amendment of section 215B

Open as pageSuggest a correction

In the Companies Act, in section 215B(1)(ca) —

(a)

replace “or alternate address (as the case may be)” with “and contact address”; and

(b)

replace “entered” with “contained”.

Clause 45

Amendment of section 368

Open as pageSuggest a correction

In the Companies Act, in section 368 —

(a)

in subsection (1)(d) and (e), after “residential address”, insert “and contact address”; and

(b)

in subsection (2), replace “, if the director or authorised representative has provided an alternate address under section 370A, his or her alternate address” with “contact address”.

Clause 46

Amendment of section 368B

Open as pageSuggest a correction

In the Companies Act, in section 368B, in the section heading, after “representatives”, insert “before 3 January 2016”.

Clause 47

Replacement of section 370A

Open as pageSuggest a correction

In the Companies Act, replace section 370A with —“Transitional provision for contact address of director or authorised representative of foreign company370A.—

(1)

Where a director or authorised representative of a foreign company (who is an individual) maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.(2) Where a director or authorised representative of a foreign company (who is an individual) did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, the individual’s residential address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.(3) An individual’s contact address mentioned in subsection (1) or (2) is deemed, for the purposes of section 372(1)(ca), to be a particular lodged with the Registrar under section 368(1).(4) Subsection (5) applies to a notice or information required to be lodged or given under section 368(1)(d) or (e), 368A(1), (2)(a), (3) or (4) or 370(4) (as the case may be), relating to a director or authorised representative of a foreign company appointed before the commencement date.(5) Where the notice or information mentioned in subsection (4) is lodged or given on or after the commencement date, the notice or information must provide the information required under section 368 as in force when the notice or information is lodged or given, despite the director or authorised representative having been appointed before the commencement date.(6) In this section, “commencement date” means the date of commencement of section 47 of the ACRA (Registry and Regulatory Enhancements) Act 2024.”.

Clause 48

Amendment of section 373

Open as pageSuggest a correction

In the Companies Act, in section 373 —

(a)

replace subsections (2) and (3) with —“(2) In subsection (1), “financial statements” means —

(a)

in the case where the foreign company’s shares are listed for quotation on an approved exchange in Singapore or a securities exchange in a country or territory outside Singapore and the foreign company is required by the rules of the approved exchange or securities exchange (as the case may be) to prepare financial statements — those financial statements; and

(b)

in any other case —

(i)

where the foreign company prepares financial statements in accordance with accounting standards that are substantially similar to the Accounting Standards — those financial statements;

(ii)

where the foreign company does not prepare the financial statements mentioned in sub‑paragraph (i) but prepares financial statements in accordance with the applicable accounting standards as required by the law for the time being in force in the place of the foreign company’s incorporation which are audited or not (as the case may be) in accordance with that law — those financial statements; or

(iii)

where the foreign company does not prepare the financial statements mentioned in sub‑paragraph (i) or (ii) — the unaudited summary financial statements of the foreign company.(3) The financial statements mentioned in subsection (1) must be lodged —

(a)

in the case where the foreign company is required by the law for the time being in force in the place of the foreign company’s incorporation to table the financial statements at an annual general meeting — within 60 days after the date on which its annual general meeting is held; or

(b)

in any other case — within such period as the directors of the foreign company would have been required to lodge its financial statements if the company were a public company incorporated under this Act which does not keep a branch register outside Singapore.”;

(b)

in subsection (4), replace “subsection (2)(a)” with “subsection (1)”;

(c)

replace subsection (13) with —“(13) The Registrar may, upon the application of a foreign company, make an order —

(a)

relieving the foreign company from complying with any requirement relating to the form and content of the financial statements mentioned in subsection (2)(b)(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)(b)(iii), including any aspect relating to the audit of those documents; or

(b)

allowing the foreign company to lodge under subsection (1) any other document instead of the financial statements mentioned in subsection (2)(b)(i) or (ii) or the unaudited summary financial statements mentioned in subsection (2)(b)(iii).(13A) The Registrar may, upon the application of a foreign company, make an order relieving the foreign company from any requirement relating to audit or the form and content of the documents referred to in subsection (7).”;

(d)

in subsections (14), (15) and (16), after “subsection (13)”, insert “or (13A)”; and

(e)

in subsection (17), after “(13)”, insert “, (13A)”.

Clause 49

Amendment of section 376

Open as pageSuggest a correction

In the Companies Act, in section 376(b), replace “registered address” with “residential address or contact address”.

Clause 50

Amendment of Sixth Schedule

Open as pageSuggest a correction

In the Companies Act, in the Sixth Schedule, in Part 1, replace “alternate addresses of directors (as entered in the register of directors kept by the Registrar under section 173(1)(a) in respect of the company)” with “contact addresses of directors (contained in the register of directors kept by the Registrar under section 173(1)(a) in respect of the company)”.

Part 5

AMENDMENT OF INSOLVENCY, RESTRUCTURING AND DISSOLUTION ACT 2018

Clause 51

Amendment of section 254

Open as pageSuggest a correction

In the Insolvency, Restructuring and Dissolution Act 2018, in section 254 —

(a)

after subsection (2), insert —“(2A) Any person may, on payment of the prescribed fee, require a copy of or an extract from any document kept by the Registrar of Companies to be given or certified by the Registrar of Companies.”; and

(b)

after subsection (3), insert —“(3A) Subsections (2) and (2A) do not apply to any document prescribed as an excluded document for the purposes of this subsection.(3B) Where a document is submitted on or after the date of commencement of section 51 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004, the references to the document in subsections (2) and (2A) exclude the following entries in the form:

(a)

a means of notification provided by a person for the purposes of section 28A(1)(b) of the Accounting and Corporate Regulatory Authority Act 2004;

(b)

an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004;

(c)

any other prescribed information.”.

Part 6

AMENDMENT OF LIMITED LIABILITY PARTNERSHIPS ACT 2005

Clause 52

Amendment of section 2

Open as pageSuggest a correction

In the Limited Liability Partnerships Act 2005 (called in this Part the LLP Act), in section 2(1) —

(a)

replace the definition of “alternate address” with —“ “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 or any of the written laws specified in the Second Schedule to that Act;”;

(b)

after the definition of “company”, insert —“ “contact address”, in relation to an individual, means an address that meets all of the following conditions:

(a)

it is a physical address at which the individual can be physically found or contacted by post;

(b)

it is not a post office box number;

(c)

it is located in the same jurisdiction as the individual’s residential address;”; and

(c)

after the definition of “foreign company”, insert —“ “full name” or “name” means —

(a)

in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or

(b)

in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;”.

Clause 53

Amendment of section 19

Open as pageSuggest a correction

In the LLP Act, in section 19(1)(d)(iv) and (f)(iv), after “residential address”, insert “and contact address”.

Clause 54

Amendment of section 34

Open as pageSuggest a correction

In the LLP Act, in section 34, after subsection (8), insert —“(9) A statement lodged on or after the date of commencement of section 54 of the ACRA (Registry and Regulatory Enhancements) Act 2024 —

(a)

in relation to the appointment of a new partner (who is an individual) for the purposes of subsection (1)(a), must contain the particulars mentioned in section 19(1)(d) as in force when the statement is lodged, despite the new partner having been appointed before that date; and

(b)

in relation to the appointment of a new manager (who is an individual) for the purposes of subsection (1)(b) must contain the particulars mentioned in section 19(1)(f) as in force when the statement is lodged, despite the new manager having been appointed before that date.”.

Clause 55

Amendment of section 35

Open as pageSuggest a correction

In the LLP Act, in section 35, after subsection (4), insert —“(5) Where a partner or manager (who is an individual) gives information to a limited liability partnership under subsection (1)(a) or (2) on or after the date of commencement of section 55 of the ACRA (Registry and Regulatory Enhancements) Act 2024 in relation to his or her appointment, the information given must be in accordance with section 19(1)(d) or (f) (as the case may be) as in force when the information is given, despite the appointment having taken place before the date of commencement.”.

Clause 56

Amendment of section 36

Open as pageSuggest a correction

In the LLP Act, in section 36 —

(a)

in subsection (1), replace “Subject to section 37, a” with “A”; and

(b)

after subsection (3), insert —“(4) Subsection (1) does not apply to any document prescribed as an excluded document for the purposes of this subsection.(5) Where a document is submitted on or after the date of commencement of section 56 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system, the reference to the document in subsection (1) excludes the following entries in the form:

(a)

a means of notification provided by a person for the purposes of section 28A(1)(b) of the Accounting and Corporate Regulatory Authority Act 2004;

(b)

an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004;

(c)

any other prescribed information.(6) Where —

(a)

a document is filed or lodged with the Registrar under this Act by submitting a form on the electronic transaction system on or after the date of commencement of section 56 of the ACRA (Registry and Regulatory Enhancements) Act 2024; and

(b)

an individual’s residential address is entered in that form,the Registrar must cause the individual’s residential address to be excluded from every copy or extract of that document given or certified by the Registrar under subsection (1).”.

Clause 57

Replacement of section 37

Open as pageSuggest a correction

In the LLP Act, replace section 37 with —“Transitional provision for contact address37.—

(1)

Where an individual maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.(2) Where an individual did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, the individual’s residential address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.(3) An individual’s contact address mentioned in subsection (1) or (2) is deemed, for the purposes of section 34(1)(d), to have been lodged with the Registrar under this Act.(4) In this section, “commencement date” means the date of commencement of section 57 of the ACRA (Registry and Regulatory Enhancements) Act 2024.”.

Clause 58

Amendment of section 94

Open as pageSuggest a correction

In the LLP Act, in section 94, replace “, if the partner or manager has provided an alternate address under section 37, the alternate address” with “contact address”.

Part 7

AMENDMENT OF LIMITED PARTNERSHIPS ACT 2008

Clause 59

Amendment of section 2

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In the Limited Partnerships Act 2008 (called in this Part the LP Act), in section 2(1) —

(a)

before the definition of “agreed contribution”, insert —“ “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 or any of the written laws specified in the Second Schedule to that Act;”;

(b)

delete the definition of “alternate address”;

(c)

after the definition of “certificate of confirmation of registration”, insert —“ “contact address”, in relation to an individual, means an address that meets all of the following conditions:

(a)

it is a physical address at which the individual can be physically found or contacted by post;

(b)

it is not a post office box number;

(c)

it is located in the same jurisdiction as the individual’s residential address;”; and

(d)

after the definition of “foreign firm”, insert —“ “full name” or “name” means —

(a)

in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or

(b)

in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;”.

Clause 60

Amendment of section 11

Open as pageSuggest a correction

In the LP Act, in section 11(1)(e)(iv) and (h)(iv), after “residential address”, insert “and contact address”.

Clause 61

Amendment of section 18

Open as pageSuggest a correction

In the LP Act, in section 18, after subsection (7), insert —“(8) A statement lodged on or after the date of commencement of section 61 of the ACRA (Registry and Regulatory Enhancements) Act 2024 —

(a)

in relation to the appointment of a new partner for the purposes of subsection (1)(a), must contain the particulars mentioned in section 11(1)(e) as in force when the statement is lodged, despite the new partner having been appointed before the date of commencement; and

(b)

in relation to the appointment of a new local manager for the purposes of subsection (1)(b), must contain the particulars mentioned in section 11(1)(h) as in force when the statement is lodged, despite the new local manager having been appointed before the date of commencement.”.

Clause 62

Amendment of section 18A

Open as pageSuggest a correction

In the LP Act, in section 18A, after subsection (3), insert —“(4) Where a partner or local manager (who is an individual) gives information to a general partner of a limited partnership under subsection (1)(a) or (2) on or after the date of commencement of section 62 of the ACRA (Registry and Regulatory Enhancements) Act 2024 in relation to his or her appointment, the information given must be in accordance with section 11(1)(e) or (h) (as the case may be) as in force when the information is given, despite the appointment having taken place before the date of commencement.”.

Clause 63

Amendment of section 18B

Open as pageSuggest a correction

In the LP Act, in section 18B —

(a)

in subsection (1), replace “Subject to section 18C, a” with “A”; and

(b)

after subsection (3), insert —“(4) Subsection (1) does not apply to any document prescribed as an excluded document for the purposes of this subsection.(5) Where a document is submitted on or after the date of commencement of section 63 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system, the reference to a document in subsection (1) excludes the following entries in the form:

(a)

a means of notification provided by a person for the purposes of section 28A(1)(b) of the Accounting and Corporate Regulatory Authority Act 2004;

(b)

an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004;

(c)

any other prescribed information.(6) Where —

(a)

a document is filed or lodged with the Registrar under this Act by submitting a form on the electronic transaction system on or after the date of commencement of section 63 of the ACRA (Registry and Regulatory Enhancements) Act 2024; and

(b)

an individual’s residential address is entered in that form,the Registrar must cause the individual’s residential address to be excluded from every copy or extract of that document given or certified by the Registrar under subsection (1).”.

Clause 64

Replacement of section 18C

Open as pageSuggest a correction

In the LP Act, replace section 18C with —“Transitional provision for contact address18C.—

(1)

Where an individual maintained an alternate address with the Registrar under this Act immediately before the commencement date, that address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.(2) Where an individual did not maintain an alternate address with the Registrar under this Act immediately before the commencement date, the individual’s residential address is taken to be the individual’s contact address for the purposes of this Act, until notice of a change in the individual’s contact address is lodged under any ACRA administered Act on or after that date.(3) An individual’s contact address mentioned in subsection (1) or (2) is deemed, for the purposes of section 18(1)(d), to have been lodged with the Registrar under this Act.(4) In this section, “commencement date” means the date of commencement of section 64 of the ACRA (Registry and Regulatory Enhancements) Act 2024.”.

Clause 65

Amendment of section 40

Open as pageSuggest a correction

In the LP Act, in section 40(2)(c), after “person’s”, insert “contact address or”.

Clause 66

Amendment of section 40A

Open as pageSuggest a correction

In the LP Act, in section 40A, replace “, if the partner or manager has provided an alternate address under section 18C, the alternate address” with “contact address”.

Part 8

AMENDMENT OF VARIABLE CAPITAL COMPANIES ACT 2018

Clause 67

Amendment of section 2

Open as pageSuggest a correction

In the Variable Capital Companies Act 2018 (called in this Part the VCC Act), in section 2(1), after the definition of “FSMA 2022”, insert —“ “full name” or “name” means —

(a)

in the case of an individual registered under the National Registration Act 1965 — the name as it appears in the latest identity card issued to that individual under section 9 of that Act; or

(b)

in the case of an individual not registered under the National Registration Act 1965 — the name as it appears in the latest passport issued to that individual or such other similar evidence of identification as is available;”.

Clause 68

Amendment of section 5

Open as pageSuggest a correction

In the VCC Act, in section 5 —

(a)

in subsection (3)(h), after “subsection”, insert “(3AA) or”; and

(b)

before subsection (4), insert —“(3AA) The Minister may, for a period of 2 years after the date of commencement of section 70 of the ACRA (Registry and Regulatory Enhancements) Act 2024, make regulations to prescribe further modifications to section 12E, 12F, 173F or 173G of the Companies Act 1967 in its application by this Act.”.

Clause 69

Amendment of section 9

Open as pageSuggest a correction

In the VCC Act, in section 9, after subsection (3), insert —“(3A) Subsection (2)(a) and (b) does not apply to any document prescribed as an excluded document for the purposes of this subsection.(3B) Where a document is submitted on or after the date of commencement of section 69 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004, the references to the document in subsection (2)(a) and (b) exclude the following entries in the form:

(a)

a means of notification provided by a person for the purposes of section 28A(1)(b) of the Accounting and Corporate Regulatory Authority Act 2004;

(b)

an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004;

(c)

any other prescribed information.”.

Clause 70

New section 11A

Open as pageSuggest a correction

In the VCC Act, after section 11, insert —“Application of sections 12E and 12F of Companies Act 196711A. Sections 12E (except subsection (1)(b)) and 12F (except subsection (2)(c)) of the Companies Act 1967 apply in relation to a VCC, a director or a secretary of a VCC, and a VCC’s register of directors or register of secretaries, as it applies in relation to a company, a director or a secretary of a company, and a company’s register of directors or register of secretaries, subject to section 5 and the following modifications:

(a)

a reference in section 12E or 12F of the Companies Act 1967 to section 12(2)(a), (b) or (c) of that Act is to section 9(2)(a), (b) or (c), respectively;

(b)

a reference in section 12F(9) of the Companies Act 1967 to a register kept under section 12(1) of that Act is to a register kept under section 9(1);

(c)

a reference to the commencement date is a reference to the date of commencement of section 70 of the ACRA (Registry and Regulatory Enhancements) Act 2024.”.

Clause 71

Amendment of section 12

Open as pageSuggest a correction

In the VCC Act, in section 12(1)(c), replace “or defect” with “, defect or inaccuracy”.

Clause 72

Amendment of section 44

Open as pageSuggest a correction

In the VCC Act, in section 44 —

(a)

in subsection (1), in the definition of “Registered Fund Management Company”, replace the semi‑colon at the end with a full‑stop;

(b)

in subsection (1), delete the definition of “residential address”;

(c)

in subsection (2), replace “sections 69 and 71 to 76” with “sections 69 and 71 to 75”; and

(d)

delete subsection (3).

Clause 73

Amendment of section 71

Open as pageSuggest a correction

In the VCC Act, in section 71, replace subsection (2) with —“(2) Section 173F(1), (1A), (3), (4) and (5) of the Companies Act 1967 applies in relation to a register of directors, register of secretaries and register of auditors of a VCC, as it applies in relation to those registers of a company, subject to section 5 and the following modifications:

(a)

the reference in section 173F(1) of the Companies Act 1967 to section 149A of that Act is to section 57;

(b)

the reference in section 173F(1) of the Companies Act 1967 to section 154 of that Act is to section 58;

(c)

the reference in section 173F(1) of the Companies Act 1967 to section 155A of that Act is to section 60;

(d)

the reference in section 173F(1) of the Companies Act 1967 to section 155D of that Act is to section 61(2), (3), (4) and (5).”.

Clause 74

Amendment of section 72

Open as pageSuggest a correction

In the VCC Act, in section 72 —

(a)

in subsection (2), delete paragraph (a); and

(b)

in subsection (4), replace “Subject to section 75(4), (5) and (6), a” with “A”.

Clause 75

Replacement of section 75

Open as pageSuggest a correction

In the VCC Act, replace section 75 with —“Transitional provision on keeping of contact address and residential address of director or secretary

75. Section 173G (except subsection (6)) of the Companies Act 1967 applies in relation to a VCC, a director or a secretary of a VCC, and a VCC’s register of directors or register of secretaries, as it applies in relation to a company, a director or a secretary of a company, and a company’s register of directors or register of secretaries, subject to section 5 and the following modifications:

(a)

a reference in section 173G of the Companies Act 1967 to section 12(2)(c) of that Act is to section 9(2)(c); and

(b)

a reference in section 173G of the Companies Act 1967 to the commencement date is to the date of commencement of section 75 of the ACRA (Registry and Regulatory Enhancements) Act 2024.”.

Clause 1

Short title and commencement

Open as pageSuggest a correction

This Act is the ACRA (Registry and Regulatory Enhancements) Act 2024 and comes into operation on a date that the Minister appoints by notification in the Gazette.

Schedule “SIXTH SCHEDULE

Disclosure Framework

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Sections 26, 30B, 30C, 30D and 30EDisclosure FrameworkDefinitions

1. In this Schedule, “Registrar” and “residential address” have the meanings given by section 30C(4).Limits to section 30B2. Subject to paragraph 3, the Registrar or the Authority must not, under section 30B(1), provide to any person —

(a)

information obtained under section 28(1A) that is not related to the transaction concerned; or

(b)

information obtained under section 30A.Permitted disclosure of residential address

3. Despite paragraph 2, and as an exception to section 30C(1), the Registrar or the Authority may provide the residential address of any individual —

(a)

to an authorised information service provider under section 30B(1)(a), but the authorised information service provider must not disclose the individual’s residential address in any information service provided by the authorised information service provider; or

(b)

under section 30B(1)(b).Permitted disclosure under section 30B(1)(b)

4. Section 30B(1)(b) applies to assist the following persons to exercise their power or to fulfil their obligations under the following specified Acts —

(a)

in any of the following roles:

(i)

a trustee of a bankrupt’s estate appointed under the Insolvency, Restructuring and Dissolution Act 2018 or the repealed Bankruptcy Act (Cap. 20, 2009 Revised Edition) as in force before 30 July 2020;

(ii)

a liquidator or provisional liquidator appointed under the Insolvency, Restructuring and Dissolution Act 2018, or the Companies Act 1967 as in force before 30 July 2020;

(iii)

a judicial manager or an interim judicial manager appointed under the Insolvency, Restructuring and Dissolution Act 2018, or the Companies Act 1967 as in force before 30 July 2020;

(iv)

a receiver or manager appointed under the Insolvency, Restructuring and Dissolution Act 2018, or the Companies Act 1967 as in force before 30 July 2020; or

(b)

relating to the prevention of money laundering, terrorism financing and the financing of the proliferation of weapons of mass destruction as —

(i)

a financial institution as defined in section 2 of the Financial Services and Markets Act 2022;

(ii)

a moneylender licensed under the Moneylenders Act 2008; or

(iii)

a licensed estate agent as defined in section 3(1) of the Estate Agents Act 2010.Interested persons under section 30D5. The interested persons mentioned in section 30D(2) and (5) in relation to an individual are the entities in column 2 of the table corresponding to the position held by the individual in column 1:Column 1Position of individual Column 2Interested person1.A partner or manager of an accounting LLP or a director, chief executive officer or secretary of an accounting corporation (a)Every accounting LLP of which the Registrar has been notified under the Accountants Act 2004 that the individual is a partner or manager; and

(b)

Every accounting corporation of which the Registrar has been notified under the Accountants Act 2004 that the individual is a director, chief executive officer or secretary.2.An employee of an accounting LLP or accounting corporation who is a public accountant and practising as such in the accounting LLP or accounting corporationEvery accounting LLP or accounting corporation in which the Registrar has been notified under the Accountants Act 2004 that the individual is practising as a public accountant.3.A director, chief executive officer or secretary of a companyEvery company of which the Registrar has been notified under the Companies Act 1967 that the individual is a director, chief executive officer or secretary.4.A member of a private companyThe private company.5.A director or authorised representative of a foreign companyEvery foreign company of which the Registrar has been notified under the Companies Act 1967 that the individual is a director or authorised representative.6.A partner or manager of a limited liability partnershipEvery limited liability partnership of which the Registrar has been notified under the Limited Liability Partnerships Act 2005 that the individual is a partner or manager.7.A director or secretary of a variable capital companyEvery variable capital company of which the Registrar has been notified under the Variable Capital Companies Act 2018 that the individual is a director or secretary.”.

Common questions

What is ACRA (Registry and Regulatory Enhancements) Bill?
ACRA (Registry and Regulatory Enhancements) Bill is Singapore Bill, cited as Bill 17 2024, currently marked in force and first recorded in 2024.
Is ACRA (Registry and Regulatory Enhancements) Bill still in force?
Yes — ACRA (Registry and Regulatory Enhancements) Bill is currently in force.
When did ACRA (Registry and Regulatory Enhancements) Bill take effect?
ACRA (Registry and Regulatory Enhancements) Bill was first recorded in 2024.
How many clauses does ACRA (Registry and Regulatory Enhancements) Bill have?
ACRA (Registry and Regulatory Enhancements) Bill contains 76 clauses.
Where can I read the official version of ACRA (Registry and Regulatory Enhancements) Bill?
The official text of ACRA (Registry and Regulatory Enhancements) Bill is published at sso.agc.gov.sg.