Business Registration Bill

In this Act, unless the context otherwise requires —

“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 the provisions of section 9;

“corporation” means a company registered under the Companies Act (Cap. 185) or under any corresponding previous legislation and includes any body corporate formed or incorporated outside Singapore and any branch or subsidiary thereof;

“firm” means an unincorporated body of two or more individuals, or one or more individuals and one or more corporations, or two 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 servant at any time charged either solely or to a substantial extent with the management of a business;

“register” means any register kept under or by virtue of the provisions of this Act or of any rules made thereunder;

“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 such act or thing.

The Minister may appoint a public officer by name or office to be the Registrar of Businesses and may also appoint from amongst public officers such Deputy Registrars and Assistant Registrars of Businesses as he may consider necessary for the purposes of this Act.

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.

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 collected in respect thereof into the Consolidated Fund.

The provisions of this Act shall not apply to —

This Act shall not apply to any company registered under the Companies Act or any previous legislation carrying on business under a business name which consists of its corporate name without any addition.

Subject to the provisions of this Act, every person carrying on business in Singapore shall make an application to the Registrar in the prescribed manner for registration under this Act.

Such application shall be made before the commencement of the business or, in the case of any person carrying on business prior to the commencement of this Act, within thirty days of the date appointed by the Registrar for the purposes of subsection (2) of section 35.

Notwithstanding the provisions of 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.

Every person who makes an application under section 5 for registration under this Act shall send by post or deliver to the Registrar a statement in writing in the prescribed form containing the following particulars: —

Where a business or a share in a business is owned by a Hindu joint family or co-parcenary such business or share shall for the purposes of this Act be deemed to be owned by the karta or manager of such family or co-parcenary.

The statement required for the purposes of registration shall be signed —

Where the statement referred to in subsection (1) is signed in accordance with sub-paragraph (ii) or (iii) of paragraph (d) of that subsection, the statement shall be verified by an affidavit made by the signatory and if there are more than one signatory by an affidavit made by each of the signatories.

No affidavit sworn in pursuance of subsection (2) stating that any person other than the declarant is a partner, or omitting to state that any person other than as aforesaid is a partner, shall be evidence for or against any such other person in respect of his liability or non-liability as a partner, and the High Court may on 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.

On receiving the statement referred to in section 6, the Registrar shall, subject to the provisions of this Act, cause the same, upon payment of the prescribed fee, to be entered in the register.

The Registrar shall, after the registration of a person in accordance with the provisions of subsection (1), issue and send by post or deliver a certificate of registration to that person and the certificate or a certified copy thereof shall be exhibited in a conspicuous place at the principal place of business of such person referred to therein and at every other place where such person carries on business.

A certificate of registration issued under the provisions of this section shall be valid for a period of one year from the date of issue and shall, subject to the provisions of this Act and upon payment of the prescribed fee, be renewed from year to year thereafter.

On receiving an application for the renewal of a certificate of registration, the Registrar may require additional particulars or other information and may refuse to renew the certificate of registration if he is not furnished with such particulars or information.

Nothing contained in this section shall be construed to require the Registrar to register any person or renew any certificate of registration if he is not satisfied with the particulars or other information furnished under the provisions of this Act.

The issue of a certificate of registration to any person shall not be deemed to imply that the requirements of any law in relation to any business carried on by such person, or to the persons carrying on the same or employed therein, has been complied with.

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 the provisions of section 6.

Where a person registered under this Act carries on business under a name which has not been filed with the Registrar under the provisions of section 6, he shall be guilty of an offence and shall be liable on conviction to a fine not exceeding five thousand dollars.

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.

Whenever a change is made or occurs in any of the particulars registered in respect of any person or of the business carried on by him, such person shall, within fourteen days after such change, or such further period as the Registrar may on application allow, furnish, by sending by post or by delivering to the Registrar, a statement in writing in the form and manner prescribed specifying the nature and date of the change, signed and verified in like manner as the statement required for the purposes of registration.

Whenever a change is made or occurs in the membership of a firm registered under this Act, any person who ceases to be a member of the firm shall, within fourteen days after he ceases to be a member, furnish, by sending by post or delivering to the Registrar, a statement in the prescribed form notifying the Registrar that he has ceased to be a member of the firm.

The provisions of subsection (2) shall not be construed to affect the generality of the provisions of subsection (1).

Where any person registered under this Act has ceased to carry on business, he shall, within one month of the cessation, send by post or deliver to the Registrar a notice in the prescribed form notifying the Registrar that he has ceased to carry on business.

Any person who fails to comply with the provisions of subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding one thousand dollars.

On receipt of the notice referred to in subsection (1), the Registrar may cancel the certificate of registration issued to the said person and remove from the register the name under which he carries on business.

Where the Registrar has reasonable cause to believe that any person registered under this Act is not carrying on business, he may send by registered post to that person a letter to the effect that if an answer showing cause to the contrary is not received within one month from the date thereof, the certificate of registration issued to that person may be cancelled and the name under which he carries on business removed from the register.

If the Registrar either receives an answer from the person referred to in subsection (4) to the effect that he is not carrying on business, or does not within one month after sending the notice receive an answer showing cause to the contrary, he may cancel the certificate of registration issued to that person and remove from the register the name under which he carries on business.

The Registrar shall, by notification in the Gazette, publish such particulars as he thinks fit in respect of any person the certificate of registration of which has been cancelled under the provisions of this section.

The Registrar shall have power at all times to rectify any mistake in order to bring the entry in the register relating to any person into conformity with the documents relating to that person furnished under this Act.

On application made by all the parties who have signed any particulars relating to a person under this Act the Registrar may rectify any mistake in such particulars or in the record or note thereof made in the register.

Any person may upon payment of such fees as may be prescribed require a copy of a certificate of registration issued to any person, or a copy of or an extract from any document filed with the Registrar, to be certified by the Registrar.

Any copy or extract given under the provisions of subsection (1) if duly certified to be a true copy or extract under the hand of the Registrar shall be received as prima facie evidence in any proceedings without proof being given that the certificate was signed by the Registrar.

A register shall not be open to inspection by the public.

Where a person required to be registered under this Act —

A defaulter referred to in subsection (1) may apply to the court for relief against the disability imposed by this section and the court, on being satisfied that the default was accidental or due to inadvertence or some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may grant such relief either generally, or as respects any particular contract, on condition of the costs of the application being paid by the defaulter, unless the court otherwise orders, and on such other conditions, if any, as the court may impose; but such relief shall not be granted except on such service and publication of notice of the application as the court may order, nor shall relief be given in respect of any contract if any party to the contract proves to the satisfaction of the court that, if the provisions of this Act had been complied with, he would not have entered into the contract.

The provisions of this section shall not prejudice the rights of any other party as against the defaulter referred to in subsection (1) in respect of such contract as aforesaid.

If any action or proceedings shall be commenced by any other party against the defaulter referred to in subsection (1) to enforce the rights of such party in respect of such contract the provisions of this section shall not preclude the defaulter from enforcing in that action or proceedings, by way of counterclaim, set-off or otherwise, such rights as he may have against that party in respect of such contract.

In this section the expression “court” means the High Court or a Judge thereof.

Without prejudice to the powers of the court to grant the relief referred to in subsection (2), if any proceedings to enforce any contract is commenced by a defaulter referred to in subsection (1) in a District or Magistrate’s Court, the District or Magistrate’s Court may, as regards that contract, grant such relief as aforesaid.

The Registrar may authorise in writing any public officer to be an inspector for the purposes of this Act.

The Registrar or any inspector shall, for the purposes of ascertaining whether the provisions of this Act or of the regulations made thereunder are being complied with, have power at all reasonable times to enter into any premises at which he has reason to believe any person is carrying on business and there to make such examination and inquiry as may be necessary for such purposes.

The Registrar and every inspector when exercising any power under this Act shall declare his office and shall produce his authority in writing to any person affected by the exercise of such power.

Any person who fails to comply with a request made by or resists or obstructs the Registrar or an inspector in the performance of his duties under this Act shall be guilty of an offence and shall be liable on conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both such fine and imprisonment.

It shall not be an offence for any person to refuse to comply with any request made by the Registrar or an inspector, or to resist or obstruct the Registrar or an inspector in the performance of any of his duties under this Act, if the Registrar or inspector fails to declare his office and to produce his authority in writing.

Any person who being an undischarged bankrupt directly or indirectly takes part in or is concerned in the management of any business carried on by any person required to be registered under this Act without the leave of the High Court shall be guilty of an offence and shall be liable on conviction to imprisonment for a term not exceeding two years or to a fine not exceeding ten thousand dollars or to both such imprisonment and fine.

Subsection (1) shall not apply to a person who being an undischarged bankrupt has taken part in or has been concerned in the management of a business carried on by a person required to be registered under this Act immediately prior to the date of commencement of this Act and has continuously so taken part or has been concerned since that date and he was adjudged bankrupt prior to such date.

The leave of the High Court for the purposes of this section shall not be given unless notice of intention to apply therefor has been served on the Official Assignee.

The Registrar may, in his discretion, compound any such offence under this Act or any regulation made thereunder as may be prescribed as being an offence which may be compounded by collecting from a person reasonably suspected of having committed the same a sum of money not exceeding five hundred dollars.

On payment of such sum of money, no further proceedings shall be taken against such person in respect of such offence.

The Minister may make regulations to prescribe the offences which may be compounded and the method and procedure by which such offences may be compounded under this section.

If any person, having made default in complying with —

Any such order may provide that all the costs of and incidental to the application shall be borne by such person or by any officer of the corporation responsible for the default if such person is a corporation.

Nothing in this section shall limit the operation of any other provisions of this Act or any written law imposing penalties on such person including an officer of a corporation if such person is a corporation in respect of any such default as aforesaid.

Where an offence under this Act is committed by a corporation or other body corporate and the offence is proved to have been committed with the consent or connivance of, or to have been facilitated by any neglect on the part of, any director, chairman, manager, secretary or other officer of the corporation or other body corporate he, as well as the corporation or body corporate, shall be deemed to be guilty of the offence and shall be liable to be punished accordingly.

Whenever any agent or servant in the course of his employment does or omits to do any act, the doing of which or omission to do which by his principal or employer would be an offence under this Act such agent or servant shall be guilty of that offence.

Any person who would have been guilty of an offence if anything had been done or omitted to be done by him personally shall be guilty of such offence and shall be liable to the same penalty if such thing had been done or omitted to be done by his partner, agent or servant in the course of the partnership business or in the course of his employment, as the case may be, unless he proves to the satisfaction of the court that the offence was committed without his knowledge or consent and that he took all reasonable precautions to prevent the doing of or omission to do such a thing.

The provisions of this section shall be in addition to and not in derogation from any other provisions of this Act.

Neither the Registrar nor any public officer or clerk, servant or employee of the Government shall be under any liability in respect of any error or inaccuracy in a register or in respect of any error or inaccuracy (whether in the copying or otherwise) in any certificate, certified extract, copy or other document made or issued under this Act or any regulations made thereunder and no court shall entertain any suit or other proceedings or damages in respect of any such matter.

Notwithstanding anything to the contrary in any written law, the Government shall not be under any liability or be liable to be sued in respect of any of the matters referred to in subsection (1).

The Minister may from time to time make regulations for carrying out the purposes of this Act.

Without prejudice to the generality of the powers conferred by subsection (1), such regulations may prescribe —

Notwithstanding the provisions of section 5, any person who was immediately prior to the date of commencement of this Act carrying on business in Singapore and has been issued with a certificate of registration under the provisions of the Business Names Act or has been exempted from registration under the provisions of the said Act shall subject to the provisions of this section be deemed to be registered under this Act.

The Registrar may, by notification in the Gazette, appoint a date or dates for the registration of all or any class of persons who are deemed by subsection (1) to be registered under the Business Names Act and upon the expiry of a period of thirty days commencing from such date or dates subsection (1) shall cease to have effect in respect of any such person who has been required to be registered under this Act.