Highlights of ACRA New Filing Requirements for Companies effective 3 Jan 2016
ACRA has revamp its online business filing and information portal (“BizFile”). The enhanced system, Bizfile+ , will launch on 3 Jan 2016.
As announced on 5 Nov 2015, Bizfile will undergo system migration to transition to Bizfile+. You may wish to note that:
(i) all filing and registration online services will not be available from 26 Dec 2015 to 2 Jan 2016;
(ii) a few select BizFile transactions including purchase of business information from ACRA iShop, will not be available from 22 Dec 2015 to 2 Jan 2016. More details can be found on ACRA website.
Companies are advised to complete all BizFile related online transactions before 25 Dec 2015, 2330hrs. This includes any necessary endorsements from business partners and making payments, if required. Any incomplete transaction may require re-application when BizFile+ launches on 3 Jan 2016. During the transition period, urgent and critical time sensitive transactions can still be filed directly with appropriate proof of identity, at ACRA’s office located at International Plaza.
Updating of Shareholder information to facilitate ACRA’s maintenance of electronic Registers of Members (EROM)
As announced by ACRA on 5 November 2015, legislative changes in the Companies (Amendment) Act 2014 and the new Business Names Registration Act (BNRA) will take effect on 3 January 2016. ACRA will incorporate new filing requirements linked to these legislative changes in ACRA’s online business filing and information portal (“Bizfile”) which is being revamped and the enhanced Bizfile+ will be launched on 3 January 2016.
One of the new filing requirements includes updating shareholder information to facilitate ACRA’s maintenance of electronic Registers of Members (EROM) of private companies from 3 January 2016. Private companies will have up to their next annual returns filing due date or up to six months from 3 January 2016, whichever is earlier, to update the EROM.
As our valued clients, if you are currently using our Corporate Secretarial Services and have paid the renewal fees with us, we will be assisting you to update your company’s EROM with ACRA based on the records in the existing Register of Members maintained by us for you. If we require any assistance or confirmation from you prior to updating the EROM with ACRA on your behalf, we will contact you separately via email. Charges may apply for companies with complicated Register of Members structure.
Lodging the appointment of Chief Executive Officer (CEO)
Lodging the appointment of Chief Executive Officer (CEO) (if any) in ACRA’s register. Late filing penalty will not be imposed for companies whose CEOs were appointed prior to 3 Jan 2016 but whose information is updated between 3 Jan to 30 June 2016.
For a company with its financial year beginning on or after 1 July 2015, the Company must qualify as a small company for the immediate past two consecutive financial years.
A company qualifies as a small company if (a) it is a private company in the financial year in question; and (b) it meets at least 2 of 3 following criteria for immediate past two consecutive financial years:
(i) total annual revenue is not more than $10m;
(ii) total assets is not more than $10m;
(iii) no. of employees is not more than 50.
For a company which is part of a group, to qualify to the audit exemption:
(a) the company must qualify as a small company; and
(b) the entire group must be a “small group”
For a group to be a small group, it must meet at least 2 of the 3 quantitative criteria on a consolidated basis for the immediate past two consecutive financial years.A company which meets the above requirements can prepare an Unaudited Report which is commonly known as the Unaudited Financial Statements.
Please refer to Small Company Concept for illustration and more information.
A dormant non-listed company (other than a subsidiary of a listed company) is exempt from requirement to prepare financial statements, if:
(a) the company fulfils the substantial assets test; and
(b) the company has been dormant from the time of formation or since the end of the previous financial year.
The substantial assets test is that the total assets of the company at any time within the financial year must not exceed $500,000. For a parent company, the consolidated total assets of group at any time within the financial year must not exceed $500,000.
Dormant listed companies and their subsidiaries, and dormant unlisted companies which do not fulfil the substantial asset test must prepare financial statements but are exempt from audit. This remains unchanged from the current position.
The amendment will allow an individual to reflect an alternate address at which he can be located, instead of his residential address, in ACRA’s public records. Safeguards will be in place to minimise fraudulent reporting and filing of invalid addresses. An address must satisfy certain legal conditions in order to be an alternate address. For example, it must be an address where the individual can be located and must be in the same jurisdiction as his residential address. It also cannot be a post office address or the same as his residential address.
If the individual cannot be located at his alternate address reported, ACRA will be empowered to investigate and after going through due process, replace his alternate address with his residential address. Such an individual may be subject to criminal sanctions for not being locatable at his alternate address. He will also not be allowed to report another alternate address for three years.
For persons who have opted to report alternate addresses to replace their residential addresses reported before this new policy was introduced, the residential address would still be available in the extracts of the old records filed as these are historical records and it would not be cost effective to block them.
Merging of Memorandum and Articles into Constitution
The memorandum and articles will be merged into a single document called the constitution and a person desiring to incorporate a company must submit the constitution of the company to ACRA.
Companies do not need to take any steps or incur any costs to merge their current memorandum and articles. The law will deem these to be merged to form the constitution of the company.
ACRA will provide model constitutions for private companies and others (if applicable) in the secondary legislation and publish this publicly in due course. A company may choose to adopt a model constitution or draft its own. If it adopts a model constitution without amendments, it does not need to file the said document but can refer to the title chosen during registration. In addition, the model constitution adopted can be either the constitution as at the point of registration or whatever version of the constitution that is in force from time to time. Where the latter is chosen, there is no need for companies to amend its constitution whenever changes are made to the model constitution.
Striking Off of Company
The striking off waiting period has been changed from 3 months to 60 days. With these new changes, the striking off process is significantly shortened by at least one month; and companies that have been mistakenly struck off can save on restoration costs as the Registrar now has a direct avenue to administratively restore the company.
Click here for Strike Off full process.
Live Update of Register of members
Under the Companies (Amendment) Act 2014 which take effect from 3 January 2016, any allotment of shares other than a deemed allotment and any transfer of shares by a private company does not take effect until the electronic register of members of the company is lodged with and updated by the Registrar.
Update of Changes within 14 days
A company is required to update any changes to its particulars such as change of officers, transfer of shares, change of business activities, change of company names, etc. with the Registrar within a stipulated timeline. Under the Companies (Amendment) Act 2014 which comes into effect on 3 January 2014, a Company is required to lodge any changes in the company particulars within 14 days from the date of change.
For more information, please click here.