Singapore: International Governance: Singapore's Companies Act

Last Updated: 26 June 2016
Article by Sharon Yeoh

Singapore is still among the least complex Asian countries for business compliance, despite a change in its ranking from last year in TMF Group's Global Benchmark Complexity Index. Recent regulatory amendments have pushed the country up 17 places to 42nd position and these changes are expected to make the legal and regulatory environment more favourable.

Following the 2007 establishment of a steering committee to review Singapore's Companies Act and improve the regulatory framework, draft amendments were made and the Companies (Amendment) Act 2014 was enacted. This was designed to reduce regulatory burden, provide greater business flexibility and improve Singapore's corporate governance landscape.

Phase one legislative changes were implemented on 1 July 2015, followed by phase two on 3 January 2016. Alongside phase two was the launch of Bizfile, a newly revamped business filing and information portal maintained by the Accounting and Corporate Regulatory Authority of Singapore (ACRA).

Phase one

Previously, private companies with annual revenue of S$5 million or less and with fewer than 20 non-corporate shareholders for the financial year were exempt from statutory audit requirements. These are known as Exempt Private Companies (EPCs).

EPCs simply submitted a declaration of solvency signed by the directors and company secretary, as opposed to filing audited financial statements. Under the new regime, small private companies and SMEs benefit if they are qualified under new, broader criteria either as a 'small company' or 'small group'. This requires them to fulfil at least two of the following in each of the previous two financial years:

  • Total revenue of not more than S$10 million
  • Total assets of not more than S$10 million
  • Total number employees not more than 50.

A company may now have corporate shareholders and/or more than 20 members and still be exempt. However, certain safeguards remain in place, including the requirement of all companies to keep proper accounting records, and shareholders with at least 5% voting rights require a company to prepare audited financial statements. The Inland Revenue Authority of Singapore randomly checks on the financial statements of small companies.

Although audits of financial statements are useful, they cost a company time and money. It is also not necessary for ACRA to impose this annual requirement on small companies which do not have any public interest. The amendment has reduced compliance costs for at least 25,000 small companies that previously did not qualify for audit exemption. However, smaller audit firms that used to audit such companies have lost a big part of their business.

Phase two

Under phase two of the amendment, ACRA now maintains the registers of members of private companies in electronic form. Previously, every company kept its own register of its members. All private companies submit information, including share ownership and changes, and the filing date is the effective date of entry or cessation of a person in the register.

For private companies incorporated on or after 3 January 2016, the Electronic Register of Members (EROM) contains company information, shareholder(s) and their share information.

Private companies existing prior to the above date have until the next filing of their annual return or six months from 3 January 2016, whichever is earlier, to access the electronic form 'Notice to Update Paid Up Share Capital' and update it with shareholder(s) and their shares information.

ACRA places this information in the EROM. The transfer of shares in a private company will only take effect once the EROM is updated by the registrar. Similarly, the transfer of shares in Singapore in restructuring cases will only take effect once EROM is updated by the registrar.

Previously, the transfer of shares took effect following any sales and purchase agreement, and an entry in the Register of Members by the company secretary after the payment of stamp duty to the stamp duty office of the Inland Revenue Authority of Singapore.

The EROM is publicly available and a company (through its directors/company secretary) may access its own records for no charge.

Maintenance of registers

Companies are no longer required to keep a register of directors, secretaries, auditors and managers. ACRA now maintains the definitive electronic register of directors, secretaries and auditors. However there is a requirement to maintain a register of CEOs.

This serves to streamline the administrative process for companies in Singapore and allow the public greater access to records. A company must update the registrar within 14 days of the date of change of director, secretary, auditor or chief executive officer. The word 'manager' has been replaced by 'chief executive officer', but the legal definition remains substantially similar.

The register of managers is replaced with the register of CEOs; and details of any current managers in ACRA's records are automatically transferred to, and remain in, the register of CEOs until the company notifies the registrar of any change.

The implementation of the amendments to the Companies Act sees company secretaries continue to support their clients' companies with corporate governance in preparing resolutions of the directors to approve changes on such officers.

Company secretaries must be diligent in their actions and in monitoring the approval of the appointment process, its completion and to lodge the changes with ACRA within the 14-day deadline (versus the previous 30-day deadline).

Company secretaries will still maintain the registers of directors, secretaries, auditors and CEO. As the responsible party for making the lodgement with ACRA on behalf of clients, they are the source of the information and should aim keep a set of registers that mirror the ACRA electronic register. Moreover, they are required to keep the registers that were maintained prior to the phase two implementation date.

Model constitution

The Amendment Act also introduced the 'model constitution'. A company may choose to adopt either the whole model (in force at the time of registration or from time to time) for the type of company to which it belongs; or part of the model.

If it adopts a model constitution without amendments, it does not need to file the constitution but can refer to the type of constitution chosen during registration. The model constitution adopted can be either the constitution as at the point of registration, or whatever version of the constitution that is in force from time to time.

If the company chooses the latter, there is no need for it to amend its constitution whenever changes are made to the model constitution. This is aimed to save businesses money and time, however the model constitution may not be suitable for businesses of a more complex nature.

This article originally appeared in Governance and Compliance magazine.

Join our upcoming webinar to learn more

On 7 July at 5pm SGT, experts from TMF Group will present the webinar "Is your Singapore company's constitution ready for the future?" Register here.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Events from this Firm
3 Oct 2019, Webinar, Rotterdam, Netherlands

To view this Webinar in full click here

Similar Articles
Relevancy Powered by MondaqAI
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions