Business Law Reform in Singapore Presented by Toh Wee San (Ms) Head, Legal Policy and Reform Unit Legal Services Division Accounting and Corporate Regulatory Authority, Singapore 1
Contents Overview of ACRA Background Key reforms under the Business Registration Act and Companies Act Future plans 2
Overview of ACRA Formed 1st April 2004 Administers the ACRA Act, Accountants Act, Business Registration Act, Limited Liability Partnerships Act, Limited Partnerships Act and Companies Act National Regulator of business entities and public accountants Facilitator for the development of business entities and the accounting sector 3
Background Limited Liability Partnerships (LLPs) and Limited Partnerships (LPs) were introduced in 2005 and 2009. Business Registration Act and Companies Act are being reviewed presently. As of 31 March 2011, population of registered entities are: Entity type Number Business 149755 Company 222981 LLP 8595 LP 87 Public Accounting Firms 531 Public Accountants 942 4
Business Registration Act Review –New and Emerging Areas• Regulation of persons doing business exclusively in cyberspace, be it “online” through the internet or through telecommunications or other modes• Regulation of persons carrying on business in their own names• Registration of business - annual renewal or life time registration 5
Companies Act Review – Over-view• Last reform completed in 2002 and implemented between 2002 to Jan 2006• Present review conducted via three channels: Private sector led Steering Committee to rewrite the Companies Act ACRA led review of regulatory issues in respect of companies ACRA led review of regulation of foreign companies 6
Companies Act Review – Approach• The Companies Act shall contain core company law.• The Companies Act shall be re-written.• The Act shall contain basic substantive law while procedures will be in the secondary legislation. 7
Companies Act Review –Area One & Key IssuesRegulation of Directors• Duties of Directors• Duties of executive officers 8
Companies Act Review –Area Two & Key IssuesEngaging and protecting shareholders• Enfranchising indirect investors• Electronic transmission of notices and documents 9
Companies Act Review –Area Three & Key IssuesShare Capital & Others• Refining regulation of transactions affecting share capital – uniform solvency test, financial assistance rules etc• Regulating economic interests in shares 10
Companies Act Review –Area 4 & Key IssuesAccounts and Audit• New Small Company Regime• Dormant Company Regime 11
Companies Act Review –Area 5 & Key IssuesAdministration of Companies and others• Authoritative ACRA Register for private companies• Alternate Address where one can be located• Penalties Framework 12
Future Developments in thecoming 2 years• Drafting a new Business Registration Bill• Drafting a new Companies Bill• Migrating non-core company law provisions out of the Companies Act• Forming a board committee devoted to law reformEnd 13
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