Inspection
Open ↗32.—(1) The Registrar may authorise in writing any employee of the Authority or public officer to be an inspector for the purposes of this Act.
(2) For the purposes of ascertaining whether the provisions of this Act are being complied with, the Registrar or any inspector may at all reasonable times enter any premises at which the Registrar or inspector has reason to believe any person is carrying on business, and may make such examination and inquiry as may be necessary for those purposes.
(3) The Registrar and every inspector when exercising any power under this Act are required to declare their office and produce their written authority to any person affected by the exercise of that power.
(4) Any person who fails to comply with a request made by or resists or obstructs the Registrar or an inspector in the performance of his or her duties under this Act shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(5) It is not an offence for any person to refuse to comply with any request made by the Registrar or an inspector, or to resist or obstruct the Registrar or an inspector in the performance of any of his or her duties under this Act, if the Registrar or inspector (as the case may be) fails to comply with subsection (3).
Power of Registrar to obtain further information
Open ↗33.—(1) In order to obtain such information as the Registrar may consider necessary for the purposes of carrying out the provisions of this Act, the Registrar may —(a)
require any person carrying on business (A), any employee of A, any person apparently employed at A’s place of business, or any person apparently managing A’s business, to answer any question in writing that the Registrar considers necessary; or
(b)
summon any person referred to in paragraph (a) to appear before the Registrar or an inspector or any other public officer whom the Registrar may designate to answer any question orally.
(2) The Registrar may further require a person referred to in subsection (1) to make such further declaration or supply such further particulars as the Registrar may require.
Restriction on undischarged bankrupt carrying on business
Open ↗34.—(1) Any undischarged bankrupt (whether adjudicated bankrupt by a Singapore court or a foreign court having jurisdiction in bankruptcy) —(a)
who is required to be registered and who carries on any business in Singapore; or
(b)
who, directly or indirectly, takes part in or is concerned in the management of any business carried on by any person required to be registered,
without the permission of the General Division of the High Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
[40/2019]
[Act 25 of 2021 wef 01/04/2022]
(2) On an application by an undischarged bankrupt under subsection (1) to the General Division of the High Court or the Official Assignee (as the case may be), the General Division of the High Court or the Official Assignee may refuse the application or approve the application subject to such conditions as the General Division of the High Court or the Official Assignee (as the case may be) may impose.[40/2019]
(3) The permission of the General Division of the High Court for the purpose of this section is not to be given unless notice of intention to apply for permission has been served on the Official Assignee and the Official Assignee is heard on the application.[40/2019]
[Act 25 of 2021 wef 01/04/2022]
Offences and penalties
Open ↗35.—(1) Subject to subsection (2), any person who —(a)
being a person required to be registered —(i)
carries on business in Singapore without being registered;
(ii)
carries on business in Singapore under a business name that is different from the person’s registered business name; or
(iii)
carries on business under a business name —(A)
after the person’s registration in respect of the business name has been cancelled; or
(B)
after the person’s registration in respect of the business name has ceased;
(b)
without lawful excuse, fails to comply with any summons or requisition of the Registrar under section 33; or
(c)
makes any statement or provides any information to the Registrar under the provisions of this Act that is false in any material particular or by reason of the omission of any material particular, and that the person either knows or has reason to believe is false,
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
(2) It is not an offence for a person to carry on business under a business name if the person is not required to be registered in respect of the business name under section 4.
(3) Any person who fails to comply with section 19(1) or 20(1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment for a term not exceeding 12 months or to both.
Evidence of carrying on business under business name
Open ↗36. If, in any proceedings for an offence under this Act —(a)
proof is given that a business name has been displayed in any premises; and
(b)
evidence is given from which the court may infer that the business name has reference to any business carried on at the premises,
the person carrying on the business is, in the absence of proof to the contrary, presumed to be carrying on the business under that business name.
Composition of offences
Open ↗37.—(1) The Registrar may compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum not exceeding the lower of the following:(a)
one half of the amount of the maximum fine that is prescribed for the offence;
(b)
$5,000.
(2) On payment of the sum of money, no further proceedings are to be taken against that person in respect of the offence.
Destruction or transfer of old records
Open ↗38. If the Registrar is of the opinion that it is no longer necessary or desirable to retain any document filed or lodged with, submitted to or issued by the Registrar and which has been microfilmed or converted to electronic form, the Registrar may —(a)
destroy the document with the authorisation of the National Library Board under section 17 of the National Library Board Act 1995; or
(b)
transfer the document to the National Archives of Singapore under section 16 of that Act.
Enforcement of duty to make returns
Open ↗39.—(1) If a person —(a)
having failed to comply with —(i)
any provision of this Act; or
(ii)
any provision of any other written law which requires any return, account, notice or other document to be filed or lodged with, or submitted to, the Registrar,
fails to make good the non‑compliance within 14 days after service of the Registrar’s notice to comply with the provision;
(b)
fails to comply with the Registrar’s request to amend or complete, and resubmit any document or to submit a fresh document within 14 days after service of the Registrar’s request; or
(c)
fails to comply with the Registrar’s request under section 27(7) to take such steps within such time as the Registrar may specify to ensure that any error or defect in any particulars or document in the register is rectified,
a District Court or Magistrate’s Court may, on the Registrar’s application, make an order directing the relevant person to make good the failure within such time as is specified in the order.
(2) Any such order may provide that all the costs of and incidental to the application are to be borne by a relevant person.
(3) Nothing in this section limits the operation of any other provision of this Act or any written law imposing penalties on a relevant person in respect of any such default referred to in this section.
(4) In this section, “relevant person” means —(a)
in the case of an individual proprietor, that individual;
(b)
in the case of a firm, all or any of its partners;
(c)
in the case of a corporation, the corporation, any of its officers as defined in section 40(5) or both; and
(d)
in the case of a person who carries on a business wholly or mainly as nominee of or trustee for another person, the firstmentioned person.
Offences by bodies corporate, etc.
Open ↗40.—(1) Where an offence under this Act committed by a body corporate is proved —(a)
to have been committed with the consent or connivance of an officer; or
(b)
to be attributable to any neglect on the officer’s part,
the officer as well as the body corporate shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
(2) Where the affairs of a body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with the member’s functions of management as if the member were an officer of the body corporate.
(3) Where an offence under this Act committed by a firm is proved —(a)
to have been committed with the consent or connivance of a partner; or
(b)
to be attributable to any neglect on the partner’s part,
the partner as well as the firm shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
(4) Where an offence under this Act committed by an unincorporated association (other than a firm) is proved —(a)
to have been committed with the consent or connivance of an officer of the unincorporated association or a member of its governing body; or
(b)
to be attributable to any neglect on the part of such an officer or member,
the officer or member as well as the unincorporated association shall be guilty of the offence and shall be liable to be proceeded against and punished accordingly.
(5) In this section —“body corporate” includes a limited liability partnership;
“officer” —(a)
in relation to a body corporate, means any director, partner, member of the committee of management, chief executive, manager or secretary of the body corporate and includes any person purporting to act in any such capacity; or
(b)
in relation to an unincorporated association (other than a firm), means the president, the secretary, or any member of the committee of the unincorporated association, or any person holding a position analogous to that of president, secretary or member of a committee and includes any person purporting to act in any such capacity;
“partner” includes a person purporting to act as a partner.
(6) Regulations may modify the application of any provision of this section to apply to any body corporate or unincorporated association formed or recognised under the law of a territory outside Singapore.
Authority and its employees not liable
Open ↗41. The Authority, the Registrar or any other officer or employee of the Authority is not liable for any error or inaccuracy in the register or for any error or inaccuracy (whether in the copying or otherwise) in any certificate, certified extract, copy or other document made or issued under this Act if the error or inaccuracy was not due to the lack of reasonable care and good faith on the part of the Registrar or any other officer or employee of the Authority.
Service of documents, etc.
Open ↗42.—(1) Subject to subsection (3), any document, other than a document to be served in proceedings in court or a summons issued by a court in connection with any offence under this Act, that is required or authorised to be served under this Act or any regulations made under this Act may be served —(a)
in the case of an individual —(i)
by delivering it to the individual personally;
(ii)
by leaving it with an adult person apparently resident at, or by sending it by ordinary post or prepaid registered post to, the usual or last known address of the place of residence of the individual;
(iia)
by leaving it with an adult person apparently resident or employed at, or by sending it by ordinary post or prepaid registered post to, the individual’s contact address;[Act 21 of 2024 wef 09/12/2024]
(iii)
by leaving it with an adult person apparently employed at, or by sending it by ordinary post or prepaid registered post to, the usual or last known address of the place of business of the individual;
(iv)
by affixing a copy of the document in a conspicuous place at the contact address or usual or last known address of residence or business of the individual;
(v)
by sending it by fax to the fax number given to the Registrar by the individual as the fax number for the service of documents on the individual; or
(vi)
by sending it by email to the last email address given to the Registrar by the individual as the email address for the service of documents on the individual;
(b)
in the case of a firm —(i)
by delivering it to any one of the partners or the secretary or other like officer of the firm;
(ii)
by leaving it at, or by sending it by ordinary post or prepaid registered post to, the principal or last known place of business of the firm in Singapore;
(iii)
by sending it by fax to the fax number given to the Registrar by the firm as the fax number for the service of documents on the firm; or
(iv)
by sending it by email to the last email address given to the Registrar by the firm as the email address for the service of documents on the firm; and
(c)
in the case of a corporation or an unincorporated association —(i)
by delivering it to the secretary or other like officer of the corporation or unincorporated association or, in the case of a corporation that is a limited liability partnership, the manager of the limited liability partnership;
(ii)
by leaving it at, or by sending it by ordinary post or prepaid registered post to, the registered office or principal office of the corporation or unincorporated association in Singapore;
(iii)
by sending it by fax to the fax number given to the Registrar as the fax number for the service of documents on the corporation or unincorporated association; or
(iv)
by sending it by email to the last email address given to the Registrar by the corporation or unincorporated association as the email address for the service of documents on the corporation or unincorporated association.
(2) Where any document to be served by, or on behalf of, the Registrar or the Minister is —(a)
served personally in accordance with subsection (1), the document is deemed to have been served on the date that it is delivered;
(b)
sent by ordinary post in accordance with subsection (1), the document is deemed to have been served on the person to whom it is addressed on the day after it would in the ordinary course of post be delivered, unless it is returned undelivered;
(c)
sent by prepaid registered post in accordance with subsection (1), the document is deemed to have been served on the person to whom it is addressed 2 days after the day it was posted, whether or not it is returned undelivered;
(d)
sent by fax to the fax number in accordance with subsection (1), the document is deemed to have been served on the person to whom it is addressed on the day of the transmission, subject to the receipt on the sending fax machine of a notification (by electronic or other means) of a successful transmission to the fax machine for that fax number; or
(e)
sent by email to an email address in accordance with subsection (1), the document is deemed to have been served on the person to whom it is addressed at the time the email becomes capable of being retrieved by the person.
(3) A document may be served on a person under this Act by email only with that person’s prior written consent.
(4) Every summons issued by a court in connection with any offence under this Act may be served on the person concerned —(a)
by delivering it to the person;
(b)
by delivering it to any adult person residing at the person’s last known place of residence; or
(c)
by sending it by prepaid registered post in a cover addressed to the person at the person’s last known place of residence or business or at any address provided by the person (including the person’s contact address).[Act 21 of 2024 wef 09/12/2024]
(5) In proving service by prepaid registered post of a summons referred to in subsection (4), it is sufficient to prove that the cover containing the summons was properly addressed, stamped and posted by prepaid registered post.
Regulations
Open ↗43.—(1) The Minister may make regulations for carrying out the purposes and provisions of this Act.
(2) Without limiting subsection (1), regulations may be made under that subsection for or with respect to all or any of the following matters:(a)
the powers and duties of the Registrar;
(b)
the forms for the purposes of this Act, including the form of the register to be kept and the places at which the register is to be kept;
(c)
all matters connected with or arising from the restrictions as to the business name which may be used by a registered person (including rules for determining when a business name falls within those restrictions);
(d)
requiring the display of any particulars relating to a person’s registration on the person’s correspondence, invoices, publications and other documents (in any medium) made or used for the purposes of the person’s business;
(e)
the persons or classes of persons exempted from the requirement to register under this Act;
(f)
the fees to be charged in respect of anything filed or lodged with the Registrar, or done under or by virtue of this Act, and the method of payment of such fees;
(g)
the penalties to be charged for the late lodgment of any document under this Act;
(h)
the waiver, refund or remission, whether wholly or in part, of any fee or penalty chargeable under this Act;
(i)
the persons or classes of persons who are to be exempted from the payment of any fee or part thereof;
(j)
the offences which may be compounded under section 37;
(k)
all matters and things which are required or permitted to be prescribed under or for the purposes of this Act.
(3) Regulations made under subsection (1) may provide that a contravention of any of the provisions of the regulations shall be an offence punishable with a fine not exceeding $5,000 or with imprisonment for a term not exceeding 12 months or with both.
Saving for other written law
Open ↗44. Unless expressly provided, nothing in this Act is to be construed so as to limit or in any way affect any other written law.
Saving and transitional provisions
Open ↗45.—(1) Any person who, immediately before 3 January 2016, was the Registrar, a Deputy Registrar or an Assistant Registrar of Businesses appointed under section 3(2) of the repealed Act is to be treated as the Registrar, a Deputy Registrar or an Assistant Registrar of Business Names, respectively, appointed under section 3(2) of this Act until his or her appointment is revoked, the term of his or her appointment expires, or he or she dies, retires or otherwise vacates his or her office before the expiry of his or her term of appointment.
(2) Any person who, immediately before 3 January 2016, is registered or deemed to be registered under the repealed Act is to be treated as registered under section 8 of this Act in respect of the business name for which he or she is registered or deemed to be registered under section 8 of the repealed Act and the registration of that person and the person’s business name expires on the date that the registration would have expired if this Act had not been enacted.
(3) The Registrar is to transfer to the register kept under this Act the names, addresses and other particulars of such persons which appear, immediately before 3 January 2016, in the register kept under the repealed Act.
(4) Any person (A) who, under regulations made under the repealed Act before 3 January 2016, was registered as a local manager appointed by a person carrying on business (B) is to be treated as having been appointed the authorised representative of B on 3 January 2016 unless either A or B, within 30 days after 3 January 2016, lodges a notice with the Registrar that —(a)
A has not been appointed as the authorised representative of B; or
(b)
A does not meet the criteria set out in section 11(2).
(5) Where an individual proprietor, a firm or a foreign company is treated as registered under subsection (2) and the individual proprietor, all the partners of the firm or all the officers of the foreign company resides or reside outside Singapore within the meaning of section 11(14) on 3 January 2016, the individual proprietor, firm or foreign company (as the case may be) must, unless subsection (4) applies, appoint at least one authorised representative in accordance with the provisions of section 11 within 30 days after 3 January 2016, failing which —(a)
the Registrar may cancel the registration of the individual proprietor, the firm or the foreign company; and
(b)
the individual proprietor, the partners of the firm or the foreign company (as the case may be) shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $1,000.
(6) Any person who was a prescribed person for the purposes of section 20(2) of the repealed Act before 3 January 2016 may, on and after that date but before such date as the Minister may, by notification in the Gazette, prescribe, continue to carry out any transaction with the Registrar using the electronic transaction system which was permitted or required to be done by the prescribed person in relation to the service referred to in section 20(1) of the repealed Act immediately before 3 January 2016.
(7) The service referred to in section 20(1) of the repealed Act immediately before 3 January 2016 is, on and after that date, to be treated as the electronic transaction system referred to in section 29 of this Act.
(8) Any application for registration under the provisions of the repealed Act before 3 January 2016 which was pending immediately before that date is, where applicable, to be treated as an application for registration under the corresponding provisions of this Act.
(9) Any reservation of name under section 13(3) of the repealed Act which has not expired before 3 January 2016 is to be treated as a reservation of name under the corresponding provisions of this Act but the reservation expires on the date on which the reservation would have expired if the repealed Act were still in force.
(10) Where an appeal has been made to the Minister under the repealed Act and the appeal has not been dealt with or disposed of immediately before 3 January 2016, the appeal may be dealt with in accordance with that repealed Act as if this Act had not been enacted.
(11) This Act does not affect —(a)
any investigation commenced or pending under the repealed Act before 3 January 2016, and every such investigation may be continued and everything in relation to such investigation may be done in all respects after that day as if this Act had not been enacted;
(b)
the continued operation or force of any order or decision of the Registrar of Businesses made under the repealed Act before 3 January 2016; and
(c)
any right of appeal accrued before 3 January 2016 in respect of any order or decision referred to in paragraph (b).
(12) Any subsidiary legislation made under the repealed Act and in force immediately before 3 January 2016 is, so far as it is not inconsistent with the provisions of this Act, to continue in force as if made under this Act until it is revoked or repealed.
(13) Any written law or document referring to the repealed Act or any provision thereof is, as far as may be necessary for preserving its effect, to be construed as referring or as including a reference to this Act or the corresponding provision in this Act, as the case may be.
(14) In this section, “repealed Act” means the Business Registration Act (Cap. 32, 2004 Revised Edition) repealed by this Act.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
