Singapore legislation

Section 31

of Accounting and Corporate Regulatory Authority Act 2004

Section 31

Registered filing agents

Amended by18/201418/201429/201418/201418/201418/201418/201418/201418/201418/201418/201418/201418/201418/201418/201418/2014

(1)

An application by a person to be registered as a registered filing agent under this Part, or for the renewal of such registration, must —

(a)

contain such information and be made in such manner as the Chief Executive may determine;

(b)

be accompanied by a declaration in such form as the Chief Executive may specify; and

(c)

be accompanied by such application and registration fees as may be prescribed.

Amended by18/2014

(2)

A person must not be registered as a registered filing agent, or have the person’s registration renewed, unless —

(a)

the person meets at least one of the following criteria:

(i)

the person is a registered qualified individual who will carry out, or supervise the carrying out of, transactions with the Registrar;

(ii)

the person is a partnership, limited liability partnership or limited partnership, in which there is at least one partner who is a registered qualified individual who will be appointed to carry out, or supervise the carrying out of, transactions with the Registrar;

(iii)

the person employs or engages a registered qualified individual to carry out, or to supervise the carrying out of, transactions with the Registrar;

(b)

the person is one of the following:

(i)

an individual or a partnership registered as carrying on business under the Business Names Registration Act 2014;

(ii)

a company incorporated under the Companies Act 1967;

(iii)

a limited liability partnership registered under the Limited Liability Partnerships Act 2005;

(iv)

a limited partnership registered under the Limited Partnerships Act 2008;

(c)

if the person is an individual, he or she has successfully completed such courses and training as may be prescribed; and

(d)

if the person is not an individual, the directors, the partners, and the individuals directly or indirectly taking part in or concerned in the management, of that person, have successfully completed such courses and training as may be prescribed.

Amended by18/201429/2014

(3)

The Chief Executive may refuse to register or renew the registration of a person as a registered filing agent if —

(a)

where the applicant is an individual —

(i)

the applicant has been convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more; or

(ii)

the applicant is an undischarged bankrupt, whether in Singapore or elsewhere;

(b)

where the applicant is not an individual —

(i)

any director, partner or individual directly or indirectly taking part in or concerned in the management of the applicant has been convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more; or

(ii)

any director, partner or individual directly or indirectly taking part in or concerned in the management of the applicant is an undischarged bankrupt, whether in Singapore or elsewhere; or

(c)

the Chief Executive is otherwise not satisfied that the applicant is a fit and proper person to be so registered, or that any of its directors or partners or any individual directly or indirectly taking part in or concerned in the management of the applicant, is a fit and proper person.

Amended by18/2014

(4)

In determining under subsection (3)(c) whether an applicant is a fit and proper person, or whether any of its directors or partners or any individual directly or indirectly taking part in or concerned in the management of the applicant is a fit and proper person, the Chief Executive may consider such factors as may be prescribed.

Amended by18/2014

(5)

The Chief Executive must refuse to register a person as a registered filing agent if —

(a)

that person’s previous registration as a registered filing agent had been cancelled because of —

(i)

a breach of a prescribed term or condition of registration; or

(ii)

a failure to pay a financial penalty imposed because of a breach of a prescribed term or condition of registration; and

(b)

less than 2 years has elapsed since the date on which the registration was cancelled.

Amended by18/2014

(6)

The registration, or renewal of registration, of a registered filing agent is valid for such period as the Chief Executive may specify.

Amended by18/2014

(7)

An application to renew the registration of a registered filing agent must be made not earlier than 60 days before the date on which the registration expires.

Amended by18/2014

(8)

The Chief Executive may impose on any registered filing agent such restrictions pertaining to the use of the electronic transaction system as the Chief Executive thinks fit.

Amended by18/2014

(9)

Every registered filing agent must comply with all of the following:

(a)

a condition to perform such customer due diligence measures to detect or prevent money laundering and the financing of terrorism as may be prescribed;

(b)

a condition to cease to act as filing agent for a person if the registered filing agent is unable to complete the prescribed customer due diligence measures in respect of that person;

(c)

a condition to keep, in such manner and for such minimum period as may be prescribed, all records obtained through the prescribed customer due diligence measures, including (but not limited to) all copies or records of any identification document, accounts and business correspondence, as well as the results of any analysis undertaken;

(d)

any other terms and conditions of registration that may be prescribed.

Amended by18/2014

(10)

Without affecting subsections (13) and (14), the Chief Executive may cancel the registration of a registered filing agent —

(a)

if the registered filing agent has ceased to meet —

(i)

at least one of the criteria specified under subsection (2)(a) for any period exceeding any grace period permitted under subsection (12); or

(ii)

at least one of the criteria specified under subsection (2)(b);

(b)

if there exists any ground on which the Chief Executive would have been entitled to refuse registration or renewal of registration under subsection (3);

(c)

if the registered filing agent does not do at least one of the following:

(i)

provide the services of a filing agent;

(ii)

carry out the functions of a filing agent; or

(d)

if the registered filing agent applies to the Chief Executive for the registered filing agent’s registration to be cancelled.

Amended by18/2014

(11)

The Chief Executive may refuse to cancel a registered filing agent’s registration under subsection (10)(d) if the Chief Executive suspects that the registered filing agent has breached any of the terms and conditions under subsection (9) and until —

(a)

the Chief Executive has investigated the suspected breach; and

(b)

the Chief Executive —

(i)

has determined that there was no breach; or

(ii)

has determined that there was a breach and has either —

(A)

taken action against the registered filing agent under subsection (13) for the breach; or

(B)

decided not to take action against the registered filing agent under subsection (13) for the breach.

Amended by18/2014

(12)

Where, after registration, a registered filing agent ceases to meet at least one of the criteria specified under subsection (2)(a), the registered filing agent must meet at least one of those criteria within the earlier of the following:

(a)

the 60th day after the date on which the registered filing agent ceased to meet at least one of the criteria under subsection (2)(a);

(b)

the date on which the registered filing agent’s registration under this section expires.

Amended by18/2014

(13)

Where a registered filing agent has breached any term or condition under subsection (9), the Chief Executive may —

(a)

cancel the registration of the registered filing agent;

(b)

suspend the registration of the registered filing agent for a period not exceeding 12 months;

(c)

restrict the registered filing agent’s use of the electronic transaction system to the extent that the Chief Executive thinks fit;

(d)

require the registered filing agent to pay, within such period as the Chief Executive may specify, a financial penalty not exceeding $25,000 for each breach of such term or condition; or

(e)

censure the registered filing agent.

Amended by18/2014

(14)

If the registered filing agent fails to pay the financial penalty required by the Chief Executive within the period specified by the Chief Executive under subsection (13)(d), the Chief Executive may —

(a)

cancel the registration of the registered filing agent;

(b)

suspend the registration of the registered filing agent for a period not exceeding 12 months; or

(c)

restrict the registered filing agent’s use of the electronic transaction system to the extent that the Chief Executive thinks fit.

Amended by18/2014

(15)

The Chief Executive must, before taking any action under subsection (10)(a), (b) or (c), (13) or (14) —

(a)

give, in such manner as the Chief Executive may determine, the registered filing agent concerned notice of the Chief Executive’s intention to do so; and

(b)

call upon the registered filing agent concerned to show cause, within such period as the Chief Executive may specify, as to why such action ought not be taken.[28F

Amended by18/2014