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Singapore proposes changes to Companies Act

Singapore companies will have to hold annual general meetings (AGMs) within a set timeframe under proposed new rules, while limited liability companies and foreign companies will be required to maintain lists of beneficial owners. 05 Jan 2017

The proposed changes to the country's Companies Act aim to reduce regulation while enhancing transparency, Singapore's Ministry of Finance (MOF) and Accounting and Corporate Regulatory Authority (ACRA) said, seeking feedback on the proposals.

Under the planned reforms, listed companies would be required to hold their AGMs no later than the last day of the fourth month after the end of the financial year, ACRA said, and non-listed companies by the end of the sixth month. Private companies would be exempt from holding AGMs.

Companies and limited liability partnerships (LLPs) would no longer be required to hold common seals, although they can retain them "based on business needs", ACRA said.

According to the proposals, foreign companies and LLPs incorporated or registered in Singapore must keep a register of beneficial owners in a prescribed place such as their registered office, while foreign companies must also provide a public register of shareholders.

Liquidators would have to keep records for five years instead of two when a company or LLP is would up, as will the officers, partners and managers of the business. ACRA said it also intends to remove an option that currently allows companies or LLPs to destroy records early if they are wound up by members, creditors or partners.

The Accountants Act is also to be amended, according to proposals, to show that a breach of Singapore ethics regulations, which set out requirements for professional accountants on anti-money laundering and countering the financing of terrorism, is grounds for disciplinary action, it said.

Bryan Tan of Pinsent Masons MPillay, the Singapore joint venture partner of Pinsent Masons, the law firm behind Out-Law.com, said: "The proposed changes are intended to harmonise some of the corporate governance timelines, harmonise corporate governance practices with international practices, boost transparency in corporate governance, while reducing some of the paperwork for companies with simpler structures."