Company law tightens in Singapore

Lawyers operating in Singapore or representing local operations should get prepared for significant changes to the law governing companies which comes into effect at the end of this month.

Sean Pavone

The changes come as Singapore implements changes to its Companies Act on 31st March in order to boost Singapore's ongoing efforts to maintain its strong reputation as a trusted and clean financial hub, the senior minister of State for Finance and Law, Indranee Rajah, said. She added that changes in the Companies Act aimed to enhance Singapore's corporate rescue and restructuring processes. ‘The proposed changes will further enhance our legal framework and status as a centre for international debt restructuring.’

More transparent

Speaking in Parliament she highlighted that the key changes and amendments are being made "to make the ownership and control of business entities more transparent and thus reduce opportunities for the misuse of corporate entities for illicit purposes’. Some of the new amendments include the requirement for locally incorporated companies and foreign companies registered in Singapore to maintain registers of controllers at prescribed places. A controller, or beneficial owner, is the individual or legal entity that has more than 25 per cent interest in or control over a company. The amendments will also compel beneficial owners or controllers to provide and update their particulars to the company.

Foreign companies

Foreign companies registered in Singapore will also have to maintain public registers of their members. Locally incorporated companies will also be required to maintain a register of their nominee directors in efforts to mitigate the risks of money laundering and terrorist financing being done through nominees.

Re-domiciliation regime

The Bill will also introduce an inward re-domiciliation regime in Singapore. Foreign corporate entities will be allowed to transfer their registration to Singapore, besides the current options of setting up a subsidiary or branch in Singapore.

Transition

Companies will have a transitional period of 60 days from 31st March to comply with the new requirements.

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