Singapore, being one of the leading financial hubs in the world, is constantly updating its company secretarial requirements to ensure compliance with international standards and regulations. The Singapore Companies Act has undergone numerous amendments in recent years, with the latest update being the Singapore Companies (Amendment) Act 2021, which took effect on May 31, 2022.
In this comprehensive guide, we will delve into the latest updates, changes, and requirements to help you understand the impact on your business.
New Requirements for Publicly-Listed Companies
Under the new Companies Act, publicly-listed companies are now required to disclose the name and relationship of the independent directors to the company. This aims to provide more transparency in corporate governance.
The amendment also increases the independence requirement for independent directors from 33% to 50% of the board’s membership. Independent directors must have a minimum of two years of service on the board before taking up any directorships in any listed companies.
Another key change is the introduction of the “risk assessment” and “compliance statement” requirement. Publicly-listed companies must now file an annual statement confirming that their audit committee has carried out an annual review of the company’s internal controls, risk management framework, and compliance with laws and regulations.
Changes to Resignation Requirements
The amendment has also relaxed the resignation requirements for company officers, including directors, secretaries, and financial controllers. According to the new rules, these officers can resign at any time without providing the reasons for their resignation, whereas previously, a three-month notice period was required.
However, companies are still required to provide the reasons for the resignation if the officer resigns within six months of appointment.
New Penalties for Non-Compliance
The amended Companies Act has introduced new penalties for non-compliance with the revised requirements. For instance, failure to provide the required disclosures on independent directors may result in a fine not exceeding SGD 2,000 and/or a term of imprisonment not exceeding 12 months.
The company secretary of the non-compliant company may also face separate penalties, including fines not exceeding SGD 1,000 and/or a term of imprisonment not exceeding 6 months.
Key Changes for Small and Medium-Sized Enterprises (SMEs)
The new Companies Act also affects SMEs in several ways:
- SMEs with a sole director and no public shareholders no longer need to appoint a secretary or file Form B (change of particulars)
- For SMEs with a single shareholder, there is no requirement for the shareholder to provide personal information
- SMEs with less than SGD 500,000 in annual revenues or assets no longer need to hold an AGM (annual general meeting) unless required to do so under other laws
These changes aim to simplify the administrative requirements for SMEs and reduce their compliance burdens.
What This Means for Your Business
As a business owner, it is crucial to stay informed about the latest company secretarial updates to avoid penalties and maintain compliance with Singaporean regulations.
In particular, companies must:
- Keep up-to-date with the revised requirements for public listed companies and SMEs
- Review and amend company documents accordingly, including articles of association, directorship forms, and Forms B and B1
- Train and educate officers, directors, and employees on the new requirements
- Ensure proper disclosure and documentation of independent directorships, risk assessment, and compliance statements
As your trusted corporate service provider, we are committed to helping you navigate these changes and ensure compliance with Singaporean regulations.
Conclusion
The recent amendments to the Singapore Companies Act bring significant changes to company secretarial requirements for public listed companies, SMEs, and businesses in general. By understanding the latest updates and changes, businesses can avoid penalties and maintain compliance with Singaporean regulations.
Frequently Asked Questions
Q: What are the new disclosure requirements for publicly-listed companies?
A: Publicly-listed companies must now disclose the name and relationship of the independent directors to the company.
Q: How do SMEs benefit from the new requirements?
A: SMEs benefit from simplified administrative requirements, including the removal of the need for sole directors to appoint a secretary, and reduced disclosure requirements.
Q: What penalties can businesses face for non-compliance with the new requirements?
A: Failure to comply with the revised requirements may result in fines, imprisonment, and penalties for individual company officers, including the secretary.
Q: Who can help me navigate the new requirements and ensure compliance with Singaporean regulations?
A: As your trusted corporate service provider, we offer comprehensive company secretarial services and expertise to ensure you stay informed and compliant with the latest requirements.
