The Ministry of Finance and the Accounting and Corporate Regulatory Authority (“ACRA“) are holding a public consultation exercise until 13 January 2016 on a number of proposed amendments to the Companies Act, Limited Liability Partnerships Act, and Accountants Act.
The main proposed changes are as follows:
Annual General Meetings
Currently, Section 175 of the Companies Act requires
every locally-incorporated company to hold its first annual general meeting (AGM) within 18 months of incorporation, and subsequent AGMs yearly at intervals of not more than 15 months. Section 201 of the Companies Act requires financial statements tabled at AGMs to be made up to a date within 4 months for listed companies or 6 months for any other company before the date of AGM.
The government proposes to align these two timelines as follows:
Listed Companies: To hold the AGM no later than the last day of the 4th month after the financial year end (“FYE“).
All other companies: To hold the AGM no later than the last day of the 6th month after the FYE.
To prevent manipulation of the FYE (so as to circumvent the requirement of holding an AGM), a number of safeguards have been proposed.
Timelines for filing annual returns will also be amended.
The government also proposes to exempt all private companies from holding annual general meetings, subject to certain safeguards.
Execution of Documents
Currently, companies and limited liability partnerships (“LLPs“) are required to use common seals. For example, a common seal is required for a company to execute a deed. The government proposes changes that will allow companies to dispense with the use of a common seal.
Corporate Transparency
The government proposes to enhance the transparency of companies and LLPs in a number of ways. Among other measures, it proposes requiring companies to maintain registers of beneficial owners, increasing the time records of wound up companies need to be kept, and requiring nominee directors and managers to disclose their nominee status and nominators to their companies or LLPs.
Consultation documents can be viewed on MOF, ACRA, and REACH.
Written comments can be sent to:
Ministry of Finance
Economic Programmes Directorate
100 High Street, #10-01 The Treasury, Singapore 179464
Fax: 6337 4134
Email: MOF_Public_Consultation@mof.gov.sg
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