Upload
corporate-registers-forum
View
141
Download
0
Tags:
Embed Size (px)
Citation preview
CRF 2013: Business Law
Reform Updates in Singapore
Presented by: Toh Wee San (Ms)
Assistant Chief Executive
Legal and Regulatory Compliance
Accounting and Corporate Regulatory Authority, Singapore (ACRA)
To provide a responsive and trusted regulatory environment for businesses and public accountants.
Contents
Background of ACRA - Over-view, legislation administered and relevant statistics
Key Business Reforms in 2012 – Business Registration Act, Companies Act and Others
Details of Reforms - Background, key recommendations and coming up
Overview of ACRA
National regulator and facilitator of businesses and publicaccountants in Singapore.
Our vision To make Singapore the trusted and best place to do business.
To foster a vibrant environment for the development of businessentities and supports the development of the public accountancyprofession.
Our functions include – Administering the Accounting and Corporate Regulatory Act, the
Accountants Act, the Business Registration Act, the Companies Act,the Limited Liability Partnerships Act and the Limited PartnershipsAct.
To report to the Government on matters relating to the registrationand regulation of business entities and public accountants.
ACRA Administered
Business Entities
• Limited Liability Partnerships Act (Cap. 163A)
•Limited Partnerships Act 2008 (Act 37 of 2008)
• Companies Act (Cap. 50)
• Business Registration Act (Cap. 32)
Sole
Proprietorships&
Partnerships
Companies
Limited Liability
Partnerships
Limited Partnerships
Statistical Highlights of
ACRA Registered Entities
0
10,000
20,000
30,000
40,000
FY 2008/09
FY 2009/10
FY 2010/11
FY 2011/12
Business
Company
LLP
LP
Average annual growth rate of the number of registered entities 3.5%
Source: ACRA Annual Report 2011/2012
Key Business Law Reforms
in 2012
Business Registration
Act
Companies Act
Other developments
Business Registration ActBackground of Review
Business Registration Act was first enacted in 1974. Onlypiecemeal amendments were made since it came into force.
Comprehensive review to ensure a conducive, effective andefficient regulatory framework for business namesregistration in Singapore.
Public consultation of the recommendations was first issuedin October 2010 (available on ACRA’s website).
Responses to the public consultation in 2010 have beengathered and various dialogue sessions were held in 2011.
Formulation of policies completed in 2012.
Business Registration ActACRA’s Key Recommendations
Individuals (sole proprietors or partners) carrying onbusiness in their own names need not register under newAct
Expected to reduce the regulatory burden on persons carryingon business in their own names.
Double the maximum penalties for the following offences
To streamline with the penalty regime in the other Acts thatACRA administers
Business Registration ActACRA’s Key Recommendations
To allow a registered sole-proprietorship or partnership todirectly convert to a company
Modeled after the existing regime which permits a partnershipto be converted to a limited liability partnership under theLimited Liability Partnership Act (Cap. 163A)
To streamline the reporting of deceased registrants
In law, ACRA can only act on executor’s/administrator’sinstructions.
In reality, most deceased’s next-of-kin (NOK) will not apply forprobate (most deceased are small businessmen with fewassets).
Proposal aims to streamline our processes to accept an NOK’supdates to our records with acceptable evidence adduced.
Business Registration ActMoving Forward
Public Consultation on the draft Bill anticipated tocommence in mid 2013.
The new Act is targeted to be passed in Parliament in thefirst half of 2014 and to come into force in the second halfof 2014.
Companies ActBackground of review
Steering Committee (SC) formed in October 2007 to reviewthe Companies Act.
Objective:
Update our company law to meet changing business realities
Reduce the regulatory burden and ease compliance forcompanies
Ensure a transparent corporate environment that givesordinary investors confidence
Public consultation on the SC’s Recommendations heldbetween June to October 2011 (available on ACRA’swebsite) 217 recommendations were made
Companies ActUpdates for 2012
“In evaluating views on each of the 217recommendations, MOF has adopted a principled, butpragmatic approach. We have sought to ensure that wekeep a competitive business environment, but one thatpreserves investors’ rights and interests where they reallymatter.”
Source: Deputy Prime Minister and Minister for Finance, Mr Tharman Shanmugaratnam onMOF’s responses to the SC’s recommendations at the Securities Investors Association(Singapore) Investors’ Choice Awards Dinner held on 3 October 2012
Companies ActUpdates for 2012
Ministry of Finance’s (MOF) responses to the SC’srecommendations announced in October 2012 (available onMOF’s website)
192 recommendations accepted
17 recommendations modified
8 recommendations rejected
Largest number of changes since the Act was introduced in1967.
Anticipated to bring about benefits to companies, smallmedium enterprises, retail investors and companydirectors.
Companies ActApproach to the review
Phase 1: Implement Changes
(Amendment of Companies Act)
Phase 2: Re-write of the Companies Act
Companies ActHighlights of MOF’s responses
Allowing public companies to issue shares with multiple andnon-voting rights subject to safeguards
Allows for greater flexibility to such companies in capitalmanagement.
Additional restrictions, if any, may be imposed on listedcompanies by the Singapore Stock Exchange.
New small company criteria for audit exemption
To enable small companies to keep compliance costs low.
Expected to benefit about an additional 10% of all companies(or approximately 25,000 more companies).
Companies ActHighlights of MOF’s responses
Multiple proxy regime to enfranchise indirect investors
Aims to provide for more active participation at generalmeetings by indirect investors and help to strengthen theculture of corporate governance.
Allowing directors to reflect alternate addresses on ACRA’sregister
New regime serves to protect the privacy of directors
Companies ActHighlights of MOF’s responses
Abolishing restriction on financial assistance for privatecompanies.
Deregulation warranted as shareholders have greater controlover decision making in such companies.
Such companies have fewer resources to obtain professionaladvice.
Creditors can rely on directors duties and wrongful tradingrecourse.
Consistent with leading jurisdictions.
ACRA’s register as the register of members for privatecompanies
Removal of dual reporting, to company and regulator.
Companies ActHighlights of MOF’s responses
Not to codify directors’ duties
Codification may result in a loss of flexibility and may not bethe best for business efficacy.
Companies Act already contains a statutory statement ofdirectors’ duties.
Extended disclosure requirements for directors to CEOs
To promote better standards of corporate governance.
Retention of the Exempt Private Company (EPC) regime forfiling of financial information
Abolishing the EPC regime may negatively impact Singapore’scompetitiveness.
Confidentiality afforded by the EPC regime is important tocompanies.
Companies ActHighlights of MOF’s responses
Companies ActMoving Forward
Companies (Amendment) Bill slated to be tabled inParliament by end 2013.
Public Consultation on the draft Bill anticipated to be firsthalf of 2013.
Other Developments Formalities in Execution of Documents
Collaboration with the Attorney General’s Chambers tosimplify the formalities in the execution of deeds anddocuments.
This will include the removal of the requirement for a commonseal.
Amendments will be introduced to the Civil Law Act, theCompanies Act and the Limited Liability Partnerships Act.
Public consultation is planned for 2013.
Conclusion
Hectic year ahead for law reform to draft and consult on draft legislations.
Changes in law, where applicable also to tie in with the design and implementation of new filing system targeted for 2014.
Thank You