Section 2 — Business Names Registration Act 2014

(1)

In this Act, unless the context otherwise requires —

Definition

“alternate address” means an alternate address maintained with the Registrar under section 30(2) that meets the requirements of that section;

Definition

“authorised representative” means an authorised representative appointed under section 11(1);

Definition

“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004;

Definition

“business” includes every form of trade, commerce and profession, and any other activity, that is carried on for the purposes of gain, but does not include any office, employment or occupation;

Definition

“business name” means the name under which a person carries on business;

Definition

“certificate of confirmation of registration” means a certificate issued under section 8(2);

Definition

“company” has the meaning given by section 4(1) of the Companies Act 1967;

Definition

“corporation” means any body corporate formed, incorporated or existing in Singapore or outside Singapore and includes —

(a)

any company;

(b)

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

(c)

any foreign company;

Definition

“document” means —

(a)

any application, form, report, certification, notice, confirmation, declaration or other document to be filed or lodged with or submitted to the Registrar; or

(b)

any certificate, notice or other document to be issued by the Registrar;

Definition

“firm” means an unincorporated body of —

(a)

2 or more individuals;

(b)

one or more individuals and one or more corporations; or

(c)

2 or more corporations,who have entered into partnership with one another with a view to carrying on business for profit;

Definition

“foreign company” has the meaning given by section 4(1) of the Companies Act 1967;

Definition

“individual” means a natural person and, where appropriate, includes —

(a)

an administrator, an executor, a liquidator, a trustee, a nominee, or a guardian of the individual; or

(b)

a donee or deputy appointed under the Mental Capacity Act 2008 in respect of the individual,having direct control or management of the business carried on by the individual;

Definition

“individual proprietor” means an individual carrying on business as a sole proprietor;

Definition

“inspector” means a person authorised in writing by the Registrar under section 32(1) to be an inspector for the purposes of this Act;

Definition

“notice of registration” means a notice issued under section 8(1)(b);

Definition

“register” means the register kept under this Act;

Definition

“registered” means registered under this Act;

Definition

“registered business name” means the business name in respect of which a person is registered under section 8;

Definition

“Registrar” means the Registrar of Business Names appointed under section 3(2) and includes any Deputy Registrar or Assistant Registrar of Business Names appointed under that section;

Definition

“residential address”, in relation to an individual, means the individual’s usual place of residence.

(2)

A person who has a place of business in Singapore is to be treated as carrying on business in Singapore for the purposes of this Act.

(3)

Despite subsection (2), a foreign company is not to be treated as carrying on business in Singapore for the reason only that in Singapore it —

(a)

is or becomes a party to any action or suit or any administrative or arbitration proceeding, or effects settlement of an action, a suit or a proceeding or of any claim or dispute;

(b)

holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;

(c)

maintains any bank account;

(d)

effects any sale through an independent contractor;

(e)

solicits or procures any order that becomes a binding contract only if the order is accepted outside Singapore;

(f)

creates evidence of any debt or creates a charge on movable or immovable property;

(g)

secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;

(h)

conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time;

(i)

invests any of its funds or holds any property;

(j)

establishes a share transfer or share registration office in Singapore;

(k)

effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act 1970, and under an arrangement approved by that Authority; or

(l)

carries on any other activity that may be prescribed.

(4)

In subsection (3), “related corporation” has the meaning given by section 4(1) of the Companies Act 1967.

(5)

A reference to a document being filed or lodged with the Registrar is a reference to the document being filed or lodged with the Registrar in such manner and form as the Registrar may determine.

(6)

For the purposes of sections 8(7), 12(4), 16(5) and 17(9) and (10), any reference to the Minister includes a reference to such Minister of State for his or her Ministry who is authorised by the Minister for the purposes of hearing an appeal under that provision.