ACRA Update: RFAs Compliance with Singapore Companies Act
All Singapore Registered Filing Agents (RFAs) were sent a friendly reminder from ACRA regarding ensuring all entities are acting in compliance with Singapore legislation.
After several recent cases of gross misconduct have been found regarding several Singapore Directors; a circular was released informing about various statutory requirements in the Singapore Companies Act.
ACRA reminded filing agents when advising clients or assisting them with annual filing duties or acting as the role of Director in any capacity of a Singapore company and the importance to comply with requirements as follows:
Section 175: Company omits to hold Annual General Meeting (AGM).
The Annual General Meeting is an important part of a democracy and provides a platform for shareholders to understand the financial position of the company, raise concerns and voice their opinions regarding any company matters. Company Directors who are found guilty of omitting to hold an Annual General Meeting for a Singapore company may be fined up to SGD $5,000 per return per year.
Section 197: Company fails to file Annual Returns (AR).
Filing annual returns on time enables timely public disclosure on the status of the company. Company Directors who are found guilty of failing to file a company Annual Return may be fined up to SGD $5,000 per return per year.
Section 401: Company sends false or incorrect data to ACRA.
Sending false, incorrect or misleading information to ACRA is a serious offence and individuals convicted of such an offence are liable to pay fines of up to SGD $50,000 or two years of imprisonment.
Singapore Director Penalties & Disqualification
Directors who have previously been found guilty of 3 filling offences or for sending false or incorrect information to ACRA will be penalised with automatic disqualification. Directors who have had 3 companies struck off by ACRA within five years are also automatically disqualified.
ACRA also reminds that Singapore law holds that disqualified Directors cannot engage in role of a company Director or take part in the management of any local or foreign company, directly or indirectly, for a minimum of 5 years.
Disregarding this 5-year rule is considered to be criminal offence. If they wish to continue to act as a Director, they will have to make an application to the Singapore High Court for leave.
If a Director is disqualified, this will be displayed on the Bizfile register, the company’s business profile and the Directors profile report of the company. This aims to increase transparency for stakeholders who are conducting due diligence on an entity; as well as decreasing the chances of foul play.
Reminder for Singapore companies to take statutory duties seriously
Singapore filing agents who are company directors are reminded to take their statutory duties of organising and holding Annual General Meetings once a year and the timely filing of Annual Returns seriously.
Singapore filing agents who perform any filing on behalf of companies must ensure that all details in a lodgement, including name, identification number, nationality and identity type are verified and correct before the transactions are lodged.
For clarification on anything mentioned above or for any general filing enquiries, contact us, we have local Singapore experts on hand who would be happy to help.
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