The following is extracted from ACRA’s website https://www.acra.gov.sg/bizfile/ with regards to the new filling requirements.
These changes will take effect from 3 January 2016 and these involves the streamlining of the regulatory fee structure that will have some impact for some companies with regards to their annual fees.
There 2 important notes which require the attention of the private companies:
1) The shareholder information must be updated to facilitate ACRA’s maintenance of electronic Registers of Members (EROM) before their next filing date or 6 months from 3 January 2016.
2) For companies with a Chief Executive Officer (CEO) appointed before 3 January 2016, they must lodge the appointment of CEO in ACRA’s register by 30 June 2016 to avoid penalty, and the lodgement is free of charge.
Simplified Regulatory Fee Structure with effect from 3 January 2016
As per the announcement made by ACRA in October 2015, the fee structure will be streamlined and it will take effect from 3 January 2016. In the streamlined fee structure many ad hoc transactions will be made free of charge while there are some companies that may expect an increase in their annual fees.
The revised regulatory fee structure – General Transactions
| Type/Category of fee | Companies | Sole-proprietorship / Partnerships / Limited Partnerships |
Limited Liability Partnerships |
| 1. Registration fee |
$300 (currently:$300,$600,$1,200) |
$100 (currently:$50) |
$100 (currently:$150) |
| 2. Annual filing/renewal fee |
$60 (currently:$20) |
$30 (currently:$20) |
$30 (currently:$10) |
| 3. Application for entity conversion | |||
| a. Conversion within Company types |
$40 (currently:$30) |
N.A. | N.A. |
| b. Conversion from Business.Company to LLP | N.A. | N.A. |
$40 (currently:$100) |
| 4. Filing of changes of particulars/appointments |
F.O.C.* (currently:$10) |
F.O.C.
(currently:$10,$20) |
F.O.C (currently $10) |
| 5. Filing of changes of office location/office hours |
F.O.C (currently:$10) |
F.O.C.
(currently:$10,$20) |
F.O.C. (currently:$10) |
| 6. Lodgement of shares and shareholders etc |
F.O.C. (currently:$10) |
N.A. | N.A. |
| 7. Lodgement of resolution matters, court orders | F.O.C.
(currently:$10) |
N.A. |
F.O.C. (currently:$10) |
| 8. Application for deregistration |
F.O.C. (currently:$35) |
F.O.C
(currently:$10,$20) |
F.O.C. (currently:$35) |
*F.O.C. – free of charge
The revised regulatory fee structure – Ad hoc Applications
| Type/Category of fee | Companies | Sole-proprietorship / Partnerships / Limited Partnerships |
Limited Liability Partnerships |
| 1. Lodment of Notice of Error(NOE) |
$60 (currently:$30) |
$60
(currently:$30) |
$60 (currently:$30) |
| 2. Application for Extension of Time (EOT) to file accounts or to hold Annual General Meeting (AGM) |
$200 (currently:$150) |
N.A. |
N.A. |
| 3. Application for EOT for reservation of name, registering charges, change of particulars, declaration of solvency etc. |
F.O.C. (currently:$10,$30) |
F.O.C
(currently:UP TO $150) |
F.O.C. (currently:up to $150) |
| 4. Application for appeals to the Registrar or Minister |
F.O.C (currently:$15,$50,$100) |
F.O.C.
(currently:$15,$50) |
F.O.C. (currently:$15,$50) |
| 5. Other applications (see below) |
$200 (currently:$30,$50,$100) |
$200
(currently:$30) |
$200 (currently:$30) |
| a. Application for exemptions from Singapore Financial Reporting Standards requirement
b. Application for waiver to lodge annual filing of forms and documents relating to the operations of a foreign company in Singapore c. Application for relied from requirements as to form and content of accounts and reports d. Application for licence to hold land under S23(2) e. Application for omission of the word “Limited” or “Berhad” f. Application o the Registrar to direct a change of name |
|||
The revised regulatory fee structure – No change in fees
| Type/Category of fee | Companies | Sole-proprietorship / Partnerships / Limited Partnerships |
Limited Liability Partnerships |
| 1. Name application | $15 | $15 | $15 |
| 2. Registration of particulars relating to charges |
$60 |
N.A. | N.A. |
| 3. Registration for amalgamation |
$400 (separate company registration fee of $300 applies where the amalgamated company is anew company) |
N.A. | N.A. |
| 4. Request for Certificates | $50 | $50 | $50 |
| 5. Request for forms (without attachment(s) lodged with the Registrar) | $11 | $11 | $11 |
| 6. Request for forms (with attachment(s) lodged with the Registrar | $26 | $26 | $26 |
| 7. Application for certification of forms filed with the Registrar | |||
| a. Manual Certification | $2 per page or part thereof | $2 per page or part thereof | $2 per page or part thereof |
| b. Electronic Certification (new option) | $1 per page or part thereof | $1 per page or part thereof | $1 per page or part thereof |
List of key legislative provisions in the Business Names Registration Act
– effective 3 January 2016
| Key provisions | |
| (a) | Requirements to register business names. Individuals who conduct business in Singapore under only their full names need not register with the Registrar. |
| (b) | Certain registrants allowed the option to register or renew business names for one year or three years. |
| (c) | Registrar empower to cancel a person’s registration under certain situations. |
| (d) | Registrar permitted to change particulars of deceased registrants in the register under certain situations. |
| (e) | Registrar permitted to change particulars of deceased registrants in the register under certain situation. |
| (f) | Registrar empowered to amend the register under certain situations. |
| (g) | Allow registered individuals to report alternate addresses |
To recap the enhance penalty as per ACRA announcement dated 2 November 2015;
http://www.acra.gov.sg/Announcements/Stepped up enforcement actions for AGM and AR breaching:
With effect from 1 December 2015, ACRA will enforce a heavier penalty of Companies for the non-compliance with AGM and AR requirement.
The following are 3 key statutory requirements that companies and directors are prone to breaching:
|
Companies Act Section |
Statutory Requirements | Breach by |
| Section 175 | A company must hold its AGM every calendar year and not more than 15 months from the previous AGM. If the company is newly incorporated, it has to hold its AGM within 18 months from its date of incorporation. | Both company and director |
| Section 197(4) | After a company has held its AGM, it has to file the Annual Return within 1 month online via Bizfile, ACRA’s online filing and information retrieval system. | Both company and director |
| Section 201(1) | For listed companies, the financial statements laid at the AGM must not be more than 4 months.
For non-listed companies, the financial statements laid at the AGM must not be more than 6 months old. |
Director |
With effect from 1 December 2015, ACRA will be implementing:
- a flat penalty of $300 for late filing of AR regardless of the length of default;
- a composition sum of $300 for holding the AGM late (S175 of the Companies Act);
- a composition sum of $300 for layout out-of-date financial statements at the AGM (S201 of the Companies Act).
* Failing to hold the AGM and to file AR will result in enforcement action including the offer of composition sums that have been raised and tiered to reflect the resources expended to pursue enforcement.
