Singapore Holds Public Consultation on Data, Digitization and Corporate Transparency Legislative Updates | Morgana Lewis
The Accounting and Business Regulatory Authority (ACRA) of Singapore is holding a public consultation exercise from 17th December 2021 to 28th January 2022 to solicit public comments on proposed amendments to the Companies Act, the Accountants, ACRA Act, Trade Names Registration Act, Limited Liability Companies Act, Limited Partnerships Act and Open-Ended Companies Act 2018 (collectively, the legislation administered by the ACRA ) relating to data, digitization and corporate transparency.
ACRA previously held a public consultation on proposed amendments to the Companies Act in July 2020 and is now proposing additional amendments to the Act and other legislation mentioned above. The most recent set of proposed amendments aims to:
- empower ACRA to pull data from other agencies or entities to improve filing convenience and data accuracy;
- find a balance between corporate transparency and the confidentiality of personal data;
- facilitate digital correspondence with businesses to improve efficiency and support sustainability efforts;
- improve transparency of beneficial ownership of corporations and limited liability companies (LLPs) to maintain Singapore’s reputation as a trusted financial hub; and
- streamline processes for serving subpoenas and expunging to facilitate compliance.
PROPOSALS RELATING TO THE COLLECTION AND USE OF PERSONAL DATA, CONVENIENCE OF ARCHIVING AND DIGITAL CORRESPONDENCE
As the national business registry, ACRA collects documents and information relating to business entities and public accountants and provides public access to this information in order to improve business transparency and facilitate business activity and Economic Growth.
The changes proposed by the ACRA aim to strike a balance between corporate transparency and the confidentiality of personal data. ACRA seeks to address concerns individuals may have regarding the disclosure of personal data they file with ACRA by reducing the amount of data that must be filed with ACRA, while responding to the demands of government agencies and private institutions for ACRA. to share more business data for research, application and verification purposes.
The proposed changes aim to:
- give ACRA the ability to specify additional personal data relating to individuals that may need to be collected and introduce a tiered disclosure framework to calibrate the disclosure of personal data;
- standardize references to the “name” of individuals in legislation administered by ACRA;
- partially obscure the identification number of all persons in ACRA records that are made available to the public;
- introduce a “contact address” as the default address for individuals that will be shown to the public, instead of the individual’s residential address; and
- provide power for ACRA to be able to pull data from specified government agencies for filing purposes, and to be able to use data from specified entities to verify information on the registry of the ‘ACRA.
In an effort to facilitate digital communications between government and business and in line with Singapore’s move towards greater digitalization, ACRA is also proposing amendments to:
- introduce legislation to require office holders and shareholders to provide and update their email addresses and mobile phone numbers, and business entities to provide and update their work email addresses; and
- allow ACRA correspondence and notices (other than summonses) to be delivered and accessed by individuals and businesses through a virtual mailbox.
PROPOSALS RELATING TO ENHANCED TRANSPARENCY OF BENEFICIAL OWNERSHIP OF COMPANIES AND LLPS
To improve transparency of beneficial ownership of corporations and LLPs and reduce opportunities for the misuse of corporate entities for illicit purposes, ACRA is proposing legislative changes that:
- remove the exemption of certain local companies from the obligation to keep registers of appointed directors;
- require companies and LLPs to annually verify the accuracy of the information in their register of controllers with their controllers;
- introduce a fine of up to $10,000 to anyone who inadvertently, or without intent to mislead or defraud, makes an inaccurate or erroneous beneficial ownership statement or information to ACRA under the Companies Act and the Limited Liability Companies Act;
- increase the maximum fine for offenses relating to the records of appointed controllers and directors from $5,000 to $20,000;
- requiring local and foreign companies that are exempt from keeping controller records to declare the exemption category in their annual filing;
- require companies and LLPs to provide the email addresses and telephone numbers of their controllers and nominators of named directors in the registers of controllers and named directors; and
- extend the deadline for companies and LLPs to update their register of controllers from two business days to seven calendar days.
OTHER PROPOSED AMENDMENTS TO THE COMPANIES ACT AND OTHER LEGISLATION
ACRA is also proposing amendments to the Companies Act and other laws administered by ACRA to clarify and update regulatory requirements, such as:
- standardize and consolidate the service of summonses and other original civil proceedings under the legislation;
- streamlining and clarifying the delisting regime for companies, foreign companies, open-ended companies and LLPs; and
- clarify that the ACRA may update the register of administrators based on bankruptcy information provided by the Department of Justice.
The public consultation documents are available on ACRA website and the REACH consultation portal. Members of the public can submit comments by email to [email protected] indicating “Public consultation on the Companies Act and other laws” in the subject line. ACRA will publish a summary of the comments received. The summary will not disclose the identity of respondents or separately address or acknowledge each comment received.