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Proposed amendment to the Accountants Act

Where business made easy

The proposed amendment to the Accountants Act, they added, is to clarify existing provisions.

To reduce the regulatory burden and improve the ease of doing business, changes have been proposed to rules governing the holding of annual general meetings (AGMs) and the filing of annual returns by companies.

It has been suggested that the timelines for holding AGMs and filing annual returns be aligned: listed companies and non-listed companies should hold their AGMs no later than the last day of the fourth month or sixth month, respectively, after their financial year-ends.

It has also been suggested that all private companies be exempt from holding AGMs, subject to specified safeguards. Currently, the Act allows private companies to dispense with holding AGMs if all members approve doing so.

Another proposed change is the removal of the legal requirement for companies and limited liability partnerships (LLPs) to use common seals (the official seal used by the entity). This will allow business entities to enter into contracts and execute deeds, for example, without the common seal, though they may still choose to retain the use of these, based on their business needs.

And, in line with international standards set by the Financial Action Task Force (FATF) and the Global Forum on Transparency and Exchange of Information for Tax Purposes (GF), it has been proposed that companies and LLPs obtain and maintain beneficial ownership information, and make the information available to law enforcement authorities upon request.

"The objective is to make the ownership and control of business entities more transparent," MOF and Acra said. "This will boost Singapore's ongoing efforts to maintain our high corporate governance standards and strong reputation as a trusted and clean financial hub.

"It is also in line with international standards for combating money laundering, terrorism financing and other related threats to the integrity of the international financial system."

The proposed changes include:

requiring companies (except listed companies and Singapore financial institutions) and LLPs incorporated or registered in Singapore to maintain registers of beneficial owners at prescribed places;

requiring foreign companies registered in Singapore to maintain public registers containing information on their shareholders and registers of beneficial owners;

removing the option for companies and LLPs to destroy their records early if they are wound up;

requiring a liquidator to retain records of wound-up companies and LLPs for five years instead of two;

requiring the officers, partners or managers of struck-off companies and LLPs to retain accounting records and registers of beneficial owners for five years;

voiding the issuance and transfer of bearer shares and share warrants by foreign companies registered in Singapore; and

requiring nominee directors or managers to disclose their nominee status and nominators to their companies or LLPs.