Act of Parliament · 2004 Revised Edition
Business Registration Act
Feedback & supportRegistering people who carry on businessOfficial textFrom Singapore Statutes Online, unchanged
s 1Short title
This Act may be cited as the Business Registration Act.
In this Act, unless the context otherwise requires —
“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004 (Act 3 of 2004);
“business” includes every form of trade, commerce, craftsmanship, calling, profession and any activity carried on for the purposes of gain but does not include any office, employment or occupation, or any of the businesses specified in the First Schedule;
“business name” means the name or style under which a person carries on business;
“certificate of registration” means a certificate issued under section 8;
“corporation” means a company registered under the Companies Act (Cap. 50) or under any corresponding previous legislation and includes any body corporate formed or incorporated outside Singapore and any branch or subsidiary thereof;
“document” means any application, form, report, certification, notice, confirmation, declaration or other document to be filed or lodged with or submitted to the Registrar or, as the case may be, any certificate, notice or other document to be issued by the Registrar;
“firm” means an unincorporated body of 2 or more individuals, or one or more individuals and one or more corporations, or 2 or more corporations, who have entered into partnership with one another with a view to carrying on business for profit;
“foreign firm” means any firm, individual or corporation whose principal place of business is situated outside Singapore;
“individual” means a natural person and includes an administrator, executor, liquidator, trustee, nominee of any person, guardian and committee having a direct control or management of any business but does not include a corporation;
“inspector” means a person authorised in writing by the Registrar to be an inspector for the purposes of this Act;
“person” includes a corporation, firm, foreign firm and individual;
“person responsible for the management of a business” includes every director, manager, partner, officer, individual, secretary, agent or employee at any time charged either solely or to a substantial extent with the management of a business;
“prescribed person” means a person, or a person within a class of persons, prescribed by the Minister;
“register” means any register kept under or by virtue of the provisions of this Act;
“Registrar” means the Registrar of Businesses appointed under section 3 and includes any Deputy Registrar or Assistant Registrar of Businesses appointed under that section.
A person who has a place of business in Singapore shall be deemed to be carrying on business in Singapore for the purposes of this Act.
Where a person carrying on business is required under this Act to do any act or thing, the person responsible for the management of the business for or on behalf of the first-mentioned person shall also be answerable for the doing of or omission to do that act or thing.
The Authority shall be responsible for the administration of this Act, subject to the general or special directions of the Minister.
The Minister may, after consultation with the Authority —
appoint an officer of the Authority to be the Registrar of Businesses; and
from amongst the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Businesses as he considers necessary, for the proper administration of this Act.
The Registrar shall be responsible generally for the carrying out of the provisions of this Act and for the collection of the fees thereunder and shall pay all amounts so collected into the funds of the Authority.
The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of his powers, functions or duties under this Act, and the Registrar shall give effect to such directions.
The Registrar may, subject to such conditions or restrictions as he thinks fit, for the purposes of the administration of this Act, delegate to any person all or any of the powers, functions and duties vested in him by this Act.
This Act shall not apply to —
any individual or class of individuals carrying on any of the businesses specified in the First Schedule; (b)any statutory authority or other body established under any written law;
any institution, authority, person or fund specified in the First Schedule to the Income Tax Act (Cap. 134);
any society registered under the Societies Act (Cap. 311);
any society registered under the Co-operative Societies Act (Cap. 62);
any mutual benefit organisation registered under the Mutual Benefit Organisations Act (Cap. 191);
any person carrying on any business consisting solely of the exercise of any profession which under the provisions of any written law can be exercised only by those who possess certain qualifications prescribed by the written law and whose names are registered or otherwise recorded in the manner prescribed by any written law;
any charitable institution which is exempt from tax under section 13(1) (e) of the Income Tax Act;
the Public Trustee or the Official Assignee of the property of a bankrupt;
any foreign company carrying on business in Singapore which is registered under the Companies Act (Cap. 50) and carries on the business under its corporate name; and
any other person or class of persons for the time being exempted by the Minister, by notification in the Gazette, from all the provisions of this Act.
This Act shall not apply to any company registered under the Companies Act (Cap. 50) or any previous legislation carrying on business under its corporate name.
Subject to the provisions of this Act, every person shall, before carrying on business in Singapore, make an application to the Registrar in the prescribed manner for registration under this Act.
Notwithstanding this section, only one application for registration is required to be made where the same person or persons carry on business under the same business name.
In connection with an application under section 5 for registration under this Act, the appropriate person shall lodge with the Registrar a statement in such medium and in such form as the Registrar may determine containing the following particulars:
the business name;
the general nature of the business;
the principal place of business and any other place where the business is carried on;
the name, identification (if any), nationality and the usual place of residence of every person responsible for the management of the business;
where the business is to be carried on by a firm, the name, identification (if any), nationality and the usual place of residence of every partner and, where a partner is a corporation, the corporate name, registration number and registered office of the corporation;
where the business is to be carried on by an individual, the name, identification (if any), nationality and the usual place of residence of that individual;
where the business is to be carried on by a corporation, its corporate name, registration number and registered office; and
the date or proposed date of commencement of business.
The Registrar may, in any particular case, require the statement referred to in subsection (1) to be verified in such manner as the Registrar may consider fit.
The High Court may, on the application of any person alleged or claiming to be a partner, direct the rectification of the register and decide any question arising under this section.
In this section, “appropriate person”, in relation to an application for registration, means —
where the registration to be effected is that of an individual, the individual;
where the registration to be effected is that of a corporation, a director or the secretary of the corporation or an agent of the corporation within the meaning of section 366(1) of the Companies Act (Cap. 50) ;
where the registration to be effected is that of a foreign firm, the manager of the foreign firm or the person having direct control of the management of the business of the foreign firm; or
where the registration to be effected is that of a firm (other than a foreign firm), every individual who is a partner of the firm, and a director or the secretary of every corporation which is a partner of the firm,and includes a prescribed person authorised by a person referred to in paragraph (a), (b), (c) or (d), as the case may be.
s 7Registration by nominee
Where a person carries on a business wholly or mainly as nominee or trustee of or for another person, or other persons, or acts as agent for any foreign firm for the general purposes of the business of that foreign firm in Singapore, the first-mentioned person shall, in addition to the particulars required by section 6, furnish the particulars mentioned in the Second Schedule.
On receiving the statement referred to in section 6, the Registrar shall, subject to the provisions of this Act, cause that statement, upon payment of the prescribed fee, to be entered in the register.
The Registrar shall, upon the registration of a person in accordance with subsection (1), issue to that person a notice of registration in such form as the Registrar may determine.
The Registrar may, upon receipt of the application in the prescribed form of a person registered under subsection (1) and payment of the prescribed fee, issue to that person a certificate of confirmation of registration in such form as the Registrar may determine.
Every registration under this Act shall be valid for such period as the Registrar may specify and shall, subject to the provisions of this Act and upon payment of the prescribed fee, be renewable for such period as the Registrar may approve.
On receiving an application for the renewal of registration, the Registrar may require additional particulars or other information and may refuse to renew the registration if he is not furnished with those particulars or information.
Nothing in this section shall be construed to require the Registrar to register any person or renew any registration if he is not satisfied with the particulars or other information furnished under the provisions of this Act.
The registration or renewal of registration of any person shall not be deemed to imply that the requirements of any law in relation to any business carried on by that person, or to the persons carrying on the business or employed therein, have been complied with. [9
Notwithstanding any provision in this Act or any other written law, the Registrar shall refuse to register a person under this Act where he is satisfied that —
the proposed business is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or
it would be contrary to the national security or interest for the person to be registered.
Any person aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision shall be final. [9A
The Registrar may cancel the registration of a person if —
the Registrar is satisfied that the business of such person is being used or is intended to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore, or that it would be contrary to the national security or interest for the person to continue to be registered under this Act; or
in connection with his business, he or the person responsible for the management of the business or the person carrying on the business has been convicted of an offence under the Charities Act (Cap. 37).
The Registrar shall, before cancelling any registration under subsection (1), give the person notice in writing of his intention to cancel the registration at the expiration of such period, not being less than 30 days, as is specified in the notice.
Any person aggrieved by the cancellation under subsection (1) may, within 30 days of the date of the cancellation, appeal to the Minister whose decision shall be final. [9B
For the purpose of sections 9 and 10, a certificate issued by the Minister charged with the responsibility for internal security stating that he is satisfied that it would be contrary to the national security or interest for the person named in the certificate to be registered or to continue to be registered under this Act shall be conclusive evidence of the matters so stated.
Section 10(2) shall not apply in a case where the Registrar cancels the registration of a person under section 10(1) (a) pursuant to a certificate referred to in subsection (1). [9C
No person who is registered under the provisions of this Act shall carry on business under a name which has not been filed with the Registrar under section 6 or 14(1).
Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
The registration of a name under which a person carries on business shall not be construed as authorising the use of that name if, apart from such registration, the use thereof could be prohibited. [10