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Protection from personal liability
26. No liability shall lie personally against the Registrar, a Deputy Registrar or an Assistant Registrar for anything which is done or purported to be done, or omitted to be done, in good faith and with reasonable care, in the execution or purported execution of this Act.
Composition of offences
27.—(1) The Registrar may compound any offence under this Act that 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) $20,000. (2) On payment of the sum of money, no further proceedings are to be taken against that person in respect of the offence. (3) All sums collected under this section must be paid into the Consolidated Fund.
Interest for non‑payment and recovery of financial penalty
28.—(1) A registered corporate service provider or registered qualified individual (X) who fails to pay any amount of a financial penalty imposed under section 19(2) or 21(2) (as the case may be) within the period specified for payment by the Registrar or, where there is an appeal to the Minister under section 23, within any period specified for payment by the Minister, is liable to pay interest at the same rate as for a judgment debt on the unpaid amount. (2) X’s liability to pay a financial penalty and any interest on the financial penalty is not affected by X ceasing to be a registered corporate service provider or registered qualified individual. (3) In any proceeding for the recovery of any financial penalty under this Part —(a) a certificate purporting to be under the hand of the Registrar certifying the amount of the financial penalty that is imposed, and the period specified for payment; or (b) where there is an appeal to the Minister under section 23, a certificate purporting to be under the hand of the Minister certifying the amount of financial penalty that is imposed, and the period specified for payment, is prima facie evidence of the facts stated in the certificate. (4) The Minister, or an officer authorised by the Minister, may waive, remit or refund in whole or in part any financial penalty imposed or interest on the penalty.
Offences by corporations
29.—(1) Where, in a proceeding for an offence under this Act, it is necessary to prove the state of mind of a corporation in relation to a particular conduct, evidence that —(a) an officer, employee or agent of the corporation engaged in that conduct within the scope of his or her actual or apparent authority; and (b) the officer, employee or agent had that state of mind, is evidence that the corporation had that state of mind. (2) Where a corporation commits an offence under this Act, a person —(a) who is —(i) an officer of the corporation; or (ii) an individual involved in the management of the corporation and in a position to influence the conduct of the corporation in relation to the commission of the offence; and (b) who —(i) consented or connived, or conspired with others, to effect the commission of the offence; (ii) is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the corporation; or (iii) knew or ought reasonably to have known that the offence by the corporation (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence, shall be guilty of that same offence as is the corporation, and shall be liable on conviction to be punished accordingly. (3) A person mentioned in subsection (2) may rely on a defence that would be available to the corporation if it were charged with the offence with which the person is charged and, in doing so, the person bears the same burden of proof that the corporation would bear. (4) To avoid doubt, this section does not affect the application of —(a) Chapters 5 and 5A of the Penal Code 1871; or (b) the Evidence Act 1893 or any other law or practice regarding the admissibility of evidence. (5) To avoid doubt, subsection (2) also does not affect the liability of the corporation for an offence under this Act, and applies whether or not the corporation is convicted of the offence. (6) In this section —“corporation” includes a limited liability partnership; “officer”, in relation to a corporation, means any director, partner, chief executive, manager, secretary or other similar officer of the corporation, and includes —(a) any person purporting to act in any such capacity; and (b) for a corporation whose affairs are managed by its members, any of those members as if the member were a director of the corporation; “reasonable steps”, in relation to the commission of an offence, includes, but is not limited to, any action (if any) of the following kinds as is reasonable in all the circumstances:(a) action towards —(i) assessing the corporation’s compliance with the provision creating the offence; and (ii) ensuring that the corporation arranged regular professional assessments of its compliance with the provision; (b) action towards ensuring that the corporation’s employees, agents and contractors are provided with information, training, instruction and supervision appropriate to them to enable them to comply with the provision creating the offence so far as the provision is relevant to them; (c) action towards ensuring that —(i) the equipment and other resources; and (ii) the structures, work systems and other processes, relevant to compliance with the provision creating the offence are appropriate in all the circumstances; (d) action towards creating and maintaining a corporate culture that does not direct, encourage, tolerate or lead to non‑compliance with the provision creating the offence; “state of mind” of a person includes —(a) the knowledge, intention, opinion, belief or purpose of the person; and (b) the person’s reasons for the intention, opinion, belief or purpose. (7) The Minister may make regulations to provide for the application of any provision of this section, with such modifications as the Minister considers appropriate, to any corporation formed or recognised under the law of a country or territory outside Singapore.
Offences by unincorporated associations or partnerships
30.—(1) Where, in a proceeding for an offence under this Act, it is necessary to prove the state of mind of an unincorporated association or a partnership in relation to a particular conduct, evidence that —(a) an employee or agent of the unincorporated association or partnership engaged in that conduct within the scope of his or her actual or apparent authority; and (b) the employee or agent had that state of mind, is evidence that the unincorporated association or partnership had that state of mind. (2) Where an unincorporated association or a partnership commits an offence under this Act, a person —(a) who is —(i) an officer of the unincorporated association or a member of its governing body; (ii) a partner in the partnership; or (iii) an individual involved in the management of the unincorporated association or partnership and in a position to influence the conduct of the unincorporated association or partnership (as the case may be) in relation to the commission of the offence; and (b) who —(i) consented or connived, or conspired with others, to effect the commission of the offence; (ii) is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the unincorporated association or partnership; or (iii) knew or ought reasonably to have known that the offence by the unincorporated association or partnership (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence, shall be guilty of the same offence as is the unincorporated association or partnership (as the case may be), and shall be liable on conviction to be punished accordingly. (3) A person mentioned in subsection (2) may rely on a defence that would be available to the unincorporated association or partnership if it were charged with the offence with which the person is charged and, in doing so, the person bears the same burden of proof that the unincorporated association or partnership would bear. (4) To avoid doubt, this section does not affect the application of —(a) Chapters 5 and 5A of the Penal Code 1871; or (b) the Evidence Act 1893 or any other law or practice regarding the admissibility of evidence. (5) To avoid doubt, subsection (2) also does not affect the liability of an unincorporated association or a partnership for an offence under this Act, and applies whether or not the unincorporated association or partnership is convicted of the offence. (6) In this section —“officer”, in relation to an unincorporated association (other than a partnership), means the president, the secretary or any member of a committee of the unincorporated association, and includes —(a) any person holding a position analogous to that of president, secretary or member of a committee of the unincorporated association; and (b) any person purporting to act in any such capacity; “partner” includes a person purporting to act as a partner; “reasonable steps” has the meaning given by section 29(6) except that any reference to the corporation is a reference to the unincorporated association or partnership mentioned in subsection (2); “state of mind” has the meaning given by section 29(6). (7) The Minister may make regulations to provide for the application of any provision of this section, with such modifications as the Minister considers appropriate, to any unincorporated association or partnership formed or recognised under the law of a country or territory outside Singapore.
Jurisdiction of courts
31. Despite the Criminal Procedure Code 2010, a District Court has jurisdiction to try any offence under this Act and has power to impose the full punishment for any such offence.
Power to publish or disclose information
32.—(1) Where the Registrar considers it necessary or expedient in the interest of the public, the Registrar may publish or otherwise disclose information relating to —(a) whether a person is a registered corporate service provider or registered qualified individual; (b) a condition of registration imposed on a registered person under this Act; (c) any regulatory action taken against a registered person under this Act or any other ACRA Second Schedule Act; (d) any determination of the Minister in respect of a registered person under this Act or any other ACRA Second Schedule Act; and (e) any regulatory action or civil or criminal proceedings against a registered person under the law of a country or territory outside Singapore for a contravention of any law relating to the prevention of money laundering, proliferation financing or terrorism financing. (2) To avoid doubt, this section is not intended to prevent the disclosure or sharing of information by the Registrar as permitted or required by or under any Act or other law (apart from this Act).
Service of documents
33.—(1) A document that is permitted or required by this Act to be served on a person may be served as described in this section. (2) A document permitted or required by this Act to be served on an individual may be served —(a) by giving it to the individual personally; (b) by sending it by prepaid registered post to the address specified by the individual for the service of documents or, if no address is so specified, the individual’s residential address, contact address or business address; (c) by leaving it at the individual’s residential address with an adult apparently resident there, at the individual’s contact address with an adult apparently resident or employed there, or at the individual’s business address with an adult apparently employed there; (d) by affixing a copy of the document in a conspicuous place at the individual’s residential address, contact address or business address; (e) by sending it by fax to the fax number last known to the person giving or serving the document as the fax number for the service of documents on the individual; or (f) by sending it by email to the individual’s last email address. (3) A document permitted or required by this Act to be served on a partnership (other than a limited liability partnership) may be served —(a) by giving it to any partner or other similar officer of the partnership; (b) by leaving it at, or by sending it by prepaid registered post to, the partnership’s business address; (c) by sending it by fax to the fax number used at the partnership’s business address; or (d) by sending it by email to the partnership’s last email address. (4) A document permitted or required by this Act to be served on a body corporate (including a limited liability partnership) or an unincorporated association may be served —(a) by giving it to the secretary or other similar officer of the body corporate or unincorporated association, or the limited liability partnership’s manager; (b) by leaving it at, or by sending it by prepaid registered post to, the registered office or principal office in Singapore of the body corporate or unincorporated association; (c) by sending it by fax to the fax number used at the registered office or principal office in Singapore of the body corporate or unincorporated association; or (d) by sending it by email to the last email address of the body corporate or unincorporated association. (5) Service of a document under this section takes effect —(a) if the document is sent by fax and a notification of successful transmission is received, on the day of transmission; (b) if the document is sent by email, at the time that the email becomes capable of being retrieved by the person to whom it is sent; and (c) if the document is sent by prepaid registered post, 2 days after the day the document was posted (even if it is returned undelivered). (6) However, service of any document under this Act on a person by email may be effected only with the person’s prior express consent to service in that way. (7) This section does not apply to documents to be served in proceedings in court. (8) In this section —“business address” means —(a) in the case of an individual, the individual’s usual or last known place of business in Singapore; or (b) in the case of a partnership (other than a limited liability partnership), the partnership’s principal or last known place of business in Singapore; “contact address” means an individual’s contact address maintained by the Authority under the ACRA Act or by the ACRA Registrar of any ACRA Second Schedule Act; “last email address” means the last email address given by the addressee concerned to the person giving or serving the document as the email address for the service of documents under this Act; “residential address” means an individual’s usual or last known place of residence in Singapore.
Exemption
34. The Minister may, by order in the Gazette, exempt any person or class of persons, or any activity, from all or any provision of this Act, subject to any condition or restriction that may be specified in the order.
Regulations
35.—(1) The Minister may make regulations for carrying out the purposes and provisions of this Act. (2) Without limiting subsection (1), the Minister may make regulations for all or any of the following matters:(a) the registration of registered corporate service providers; (b) the registration of registered qualified individuals; (c) the criteria for qualified individuals; (d) the duties and responsibilities of registered corporate service providers and registered qualified individuals in respect of the provision of corporate services, including —(i) the duty to ensure proper access and use of the electronic transaction system and (where applicable) to supervise agents and employees of the registered corporate service providers for such purposes; (ii) the duty to keep proper records in respect of every ACRA transaction with the ACRA Registrar, including where the ACRA transaction is carried out other than through the electronic transaction system; (iii) the duty to give the Registrar information, access to premises and records, and other reasonable assistance, for the purposes of inspection and monitoring for compliance with such prescribed duties; and (iv) the duty to assess, and to report to the Registrar on, their compliance with their duties and responsibilities; (e) the manner in which any information may be published or disclosed under section 32; (f) the fees to be paid in respect of any application under this Act and otherwise in connection with the administration of this Act, and the waiver, remission or refund (in whole or in part) of the fees; (g) the manner in which fees and penalties are to be paid. (3) Regulations made under this section may —(a) provide that any contravention of any provision of the regulations shall be an offence punishable with a fine not exceeding $50,000 or with imprisonment for a term not exceeding 3 years or with both; (b) prescribe the offences under this Act that may be compounded; and (c) provide for such saving, transitional and other consequential, incidental and supplemental provisions as are necessary or expedient for the purposes of this Act. (4) Regulations made under subsection (2)(d) may provide for different duties and responsibilities for the provision of different types of corporate services.
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Compiled from an official source version. Later amendments or repeals may not be reflected; the official text prevails. Read the official text ↗
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