Amendment of ACRA Act
36. In the ACRA Act —(a)
in section 26, delete the definitions of “FATF”, “FATF recommendation”, “filing agent” and “qualified individual”;
(b)
in section 26, replace the definitions of “registered filing agent” and “registered qualified individual” with —“ “registered corporate service provider” has the meaning given by section 2(1) of the Corporate Service Providers Act 2024;”;
(c)
in section 27(1)(d), replace “; and” at the end with a full‑stop;
(d)
in section 27(1), delete paragraph (e);
(e)
in section 28(2), replace “registered filing agent” with “registered corporate service provider for providing the service mentioned in paragraph (f)(i) of the definition of “corporate service” in section 2(1) of the Corporate Service Providers Act 2024”;
(f)
in section 28, replace subsection (3) with —“(3) A person who carries on a business of acting as a secretary of one or more companies may carry out a transaction with the Registrar using the electronic transaction system for any such company in the person’s capacity as a secretary of the company, if and only if the person is a registered corporate service provider for providing the service mentioned in paragraph (f)(ii) of the definition of “corporate service” in section 2(1) of the Corporate Service Providers Act 2024.”;
(g)
in section 28(4), after “Subsection (2)”, insert “or (3)”;
(h)
delete sections 31 to 34;
(i)
in section 35(2), delete paragraph (a);
(j)
in section 35(2), replace paragraph (b) with —“(b)
prescribe the persons to whom, and the transactions to which, the requirement under section 28(2) or (3) does not apply;”;
(k)
in section 35(2), delete paragraphs (c) to (f);
(l)
in section 35(2)(h), delete “, other than a contravention of a term or condition mentioned in section 31(9) or 32(9),”;
(m)
in section 39, replace subsection (5) with —“(5) An officer or employee of the Authority may also, in relation to an investigation into —(a)
a breach of a condition of registration of a registered corporate service provider or registered qualified individual under the Corporate Service Providers Act 2024; or
(b)
a contravention of or a failure to comply with any provision of that Act, the contravention of or non‑compliance with which is not an offence under that Act,
exercise the powers under subsection (1) in the same manner as if the breach, contravention or non‑compliance were an offence under this Act.”; and
(n)
in the Second Schedule, after item 3, insert —“3A. Corporate Service Providers Act 2024.”.
“(3) A person who carries on a business of acting as a secretary of one or more companies may carry out a transaction with the Registrar using the electronic transaction system for any such company in the person’s capacity as a secretary of the company, if and only if the person is a registered corporate service provider for providing the service mentioned in paragraph (f)(ii) of the definition of “corporate service” in section 2(1) of the Corporate Service Providers Act 2024.”;
“(5) An officer or employee of the Authority may also, in relation to an investigation into —(a)
a breach of a condition of registration of a registered corporate service provider or registered qualified individual under the Corporate Service Providers Act 2024; or
(b)
a contravention of or a failure to comply with any provision of that Act, the contravention of or non‑compliance with which is not an offence under that Act,
exercise the powers under subsection (1) in the same manner as if the breach, contravention or non‑compliance were an offence under this Act.”; and
Amendment of Business Names Registration Act 2014
37. In the Business Names Registration Act 2014, in section 6(3) —(a)
in the definition of “appropriate person”, in paragraph (f), replace “registered filing agent registered under section 31 of the Accounting and Corporate Regulatory Authority Act 2004” with “registered corporate service provider”;
(b)
in the definition of “identification”, in paragraph (b), replace the full‑stop at the end with a semi‑colon; and
(c)
after the definition of “identification”, insert —“ “registered corporate service provider” has the meaning given by section 2(1) of the Corporate Service Providers Act 2024.”.
Amendment of Companies Act 1967
38. In the Companies Act 1967 —(a)
in section 4(1), replace the definition of “registered qualified individual” with —“ “registered corporate service provider” and “registered qualified individual” have the meanings given by section 2(1) of the Corporate Service Providers Act 2024;”;
(b)
after section 145, insert —“Acting as nominee director
145A.—(1) Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless —(a)
the person is a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act as a director of a corporation; or
(b)
his or her so acting is arranged by a registered corporate service provider for that corporate service.
(2) Subsection (1) does not apply where —(a)
the person acts as a nominee director of his or her affiliated company; or
(b)
the person had commenced acting as a nominee director of the company before the appointed day.
(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.
(4) In this section —“affiliated company”, in relation to a person, means —(a)
a company that employs the person; or
(b)
a company which by virtue of section 6 is deemed to be related to a corporation that employs the person;
“appointed day” means the date of commencement of section 38(b) of the Corporate Service Providers Act 2024;
“nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.”;
(c)
in section 386AB, delete the definition of “registered filing agent”; and
(d)
in the following provisions, replace “registered filing agent” with “registered corporate service provider”:Section 386AG(4)
Section 386AH(4)
Section 386AI(4).
—(1) Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless —(a)
the person is a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act as a director of a corporation; or
(b)
his or her so acting is arranged by a registered corporate service provider for that corporate service.
(2) Subsection (1) does not apply where —(a)
the person acts as a nominee director of his or her affiliated company; or
(b)
the person had commenced acting as a nominee director of the company before the appointed day.
(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.
(4) In this section —“affiliated company”, in relation to a person, means —(a)
a company that employs the person; or
(b)
a company which by virtue of section 6 is deemed to be related to a corporation that employs the person;
“appointed day” means the date of commencement of section 38(b) of the Corporate Service Providers Act 2024;
“nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.”;
Amendment of Limited Liability Partnerships Act 2005
39. In the Limited Liability Partnerships Act 2005 —(a)
in section 43, replace the definition of “registered filing agent” with —“ “registered corporate service provider” has the meaning given by section 2(1) of the Corporate Service Providers Act 2024;”; and
(b)
in the following provisions, replace “registered filing agent” with “registered corporate service provider”:Section 48(4)
Section 49(4)
Section 50(4).
Amendment of Variable Capital Companies Act 2018
40. In the Variable Capital Companies Act 2018, in section 2(1), replace the definition of “registered qualified individual” with —“ “registered qualified individual” has the meaning given by section 2(1) of the Corporate Service Providers Act 2024;”.
Source: Singapore Statutes Online (Attorney-General's Chambers), © Government of Singapore.
