Clause 3

by inserting, immediately before the definition of “accounting records” in subsection (1), the following definitions:“ “accounting corporation” means a company approved or deemed to be approved as an accounting corporation under the Accountants Act (Cap. 2);“accounting entity” means a public accountant, an accounting corporation, an accounting firm or an accounting limited liability partnership;“accounting firm” means a firm approved or deemed to be approved as an accounting firm under the Accountants Act;“accounting limited liability partnership” means a limited liability partnership approved as an accounting limited liability partnership under the Accountants Act;”;

by inserting, immediately after the definition of “Act” in subsection (1), the following definition:“ “alternate address” means —

in the case of a company, the alternate address that is recorded in place of the residential address of a director, chief executive officer or secretary in a company’s register of directors, chief executive officers or secretaries, as the case may be, referred to in section 173; or

in the case of a foreign company, an alternate address maintained with the Registrar under section 370A;”;

by deleting the definition of “annual return” in subsection (1) and substituting the following definition:“ “annual return” means the return required to be lodged under section 197(1);”;

by deleting the definition of “articles” in subsection (1);

by deleting the definition of “audit requirements” in subsection (1) and substituting the following definition:“ “audit requirements” means the requirements of sections 201(8) and (9) and 207;”;

by inserting, immediately after the definition of “Authority” in subsection (1), the following definition:“ “Authority’s website” means the Authority’s Internet website;”;

by inserting, immediately after the definition of “banking corporation” in subsection (1), the following definition:“ “book‑entry securities” has the same meaning as in section 81SF of the Securities and Futures Act (Cap. 289);”;

by inserting, immediately after the definition of “charge” in subsection (1), the following definition:“ “chief executive officer”, in relation to a company, means any one or more persons, by whatever name described, who —

is in direct employment of, or acting for or by arrangement with, the company; and

is principally responsible for the management and conduct of the business of the company, or part of the business of the company, as the case may be;”; (i)by deleting the word “memorandum” in the definitions of “company limited by guarantee” and “company limited by shares” in subsection (1) and substituting in each case the word “constitution”;

by inserting, immediately after the definition of “company limited by shares” in subsection (1), the following definition:“ “constitution”, in relation to a company, means —

the constitution of the company which is registered with the Registrar under section 19, as may be amended from time to time; and (b)in the case of a company incorporated before the date of commencement of section 3 of the Companies (Amendment) Act 2014, the memorandum of association of the company, the articles of association of the company, or both, in force immediately before that date;”;

by inserting, immediately after the definition of “default penalty” in subsection (1), the following definition:“ “Depository” has the same meaning as in section 81SF of the Securities and Futures Act;”;

by inserting, immediately after the words “the directors” in the definition of “director” in subsection (1), the words “or the majority of the directors”;

by deleting the definition of “equity share” in subsection (1);

by deleting the definition of “financial year” in subsection (1) and substituting the following definition:“ “financial year”, in relation to any corporation, means the period in respect of which the financial statements of the corporation is made up, whether that period is a year or not;”;

by inserting, immediately after the definition of “guarantor corporation” in subsection (1), the following definition:“ “identification” means —

in the case of an individual issued with an identity card under the National Registration Act (Cap. 201), the number of the individual’s identity card; and

in the case of an individual not issued with an identity card under that Act, particulars of the individual’s passport or such other similar evidence of identity as is acceptable to the Registrar;”;

by deleting the definition of “listed corporation” in subsection (1) and substituting the following definition:“ “listed”, in relation to a company or corporation, means a company or corporation that has been admitted to the official list of a securities exchange in Singapore and has not been removed from that official list;”;

by deleting the definition of “manager” in subsection (1);

by deleting the definition of “memorandum” in subsection (1);

by deleting the definition of “preference share” in subsection (1);

by deleting the definition of “prescribed person” in subsection (1);

by inserting, immediately after the definition of “registered” in subsection (1), the following definition:“ “registered qualified individual” means a qualified individual registered under section 28G of the Accounting and Corporate Regulatory Authority Act (Cap. 2A);”;

by inserting, immediately after the definition of “repealed written laws” in subsection (1), the following definition:“ “residential address” means —

in the case of a person registered under the National Registration Act, the place of residence of that person as registered under that Act; or

in the case of a person not registered under the National Registration Act, the usual residential address of that person;”;

by inserting, immediately after the definition of “Rules” in subsection (1), the following definition:“ “securities exchange in Singapore” means a securities exchange as defined in section 2(1) of the Securities and Futures Act;”;

by inserting, immediately after the definition of “statutory report” in subsection (1), the following definition:“ “summary financial statement” means a summary financial statement referred to in section 203A;”; (y)by deleting the definition of “Table A” in subsection (1);

by deleting subsection (2) (including the subsection heading) and substituting the following subsection heading and subsection:“Directors(2) For the purposes of this Act, a person (A) shall not be regarded as a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act by reason only that the directors or the majority of the directors act on advice given by A in a professional capacity.”; and

the memorandum of association and the articles of association of a company that are in force for the company immediately before that date —

shall collectively be deemed to constitute, and shall have effect as, that company’s constitution; and

may be amended by the company from time to time in the same manner as the constitution of a company; and

any reference in any written law and in any contract or other document having legal effect to the memorandum of association, or the articles of association, or both, of a company shall be deemed to refer to the company’s constitution.”.