PART 2 5.—(1) Subject to the provisions of this Act, before a person carries on business in Singapore, the person and the person’s business name must be registered.| (2) Where a person intends to carry on business in Singapore under more than one business name, there must be separate registrations in respect of the person and each of those business names, and any reference to registration in this Act is to be construed accordingly. |
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| Manner and particulars of registration |
6.—(1) An application for registration —| (a) | is to be lodged with the Registrar by an appropriate person; and | | (b) | is to contain the following particulars:| (i) | the business name; | | (ii) | the general nature of the business; | | (iii) | the principal place of business; | | (iv) | where the business is to be carried on by an individual proprietor, the full name, identification, nationality and residential address of that individual proprietor; | | (v) | where the business is to be carried on by a sole proprietor that is a corporation, the corporate name, registration number and registered office of that corporation; | | (vi) | where the business is to be carried on by a firm —| (A) | the full name, identification, nationality and residential address of every partner of the firm who is an individual; and | | (B) | the corporate name, registration number and registered office of every partner of the firm that is a corporation; |
| | (vii) | the full name, identification, nationality and residential address of every authorised representative, if any; | | (viii) | the date or proposed date of commencement of business; and | | (ix) | any other information concerning the person proposing to carry on business and the person’s business name that is prescribed. |
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| (2) The Registrar may, in any particular case, require the application referred to in subsection (1) to be verified in such manner as the Registrar considers fit. |
(3) In subsection (1) —“appropriate person” means —| (a) | where the registration to be effected is that of an individual proprietor, that individual; | | (b) | where the registration to be effected is that of a company, a director or a secretary of the company; | | (c) | where the registration to be effected is that of a limited liability partnership within the meaning of section 2 of the Limited Liability Partnerships Act 2005, a manager of the limited liability partnership; | | (d) | where the registration to be effected is that of a foreign company registered under Division 2 of Part 11 of the Companies Act 1967, an authorised representative of the foreign company as defined in section 366 of that Act; | | (e) | where the registration to be effected is that of a firm, an individual who is either —| (i) | a partner of the firm; or | | (ii) | an appropriate person specified in paragraph (b), (c) or (d) (as the case may be) in respect of any company, limited liability partnership or foreign company that is a partner of the firm; or |
| | (f) | a registered filing agent registered under section 31 of the Accounting and Corporate Regulatory Authority Act 2004 who is authorised by, and is acting for, the person seeking to be registered under this Act; |
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“identification” means —| (a) | in the case of an individual issued with an identity card under the National Registration Act 1965, the number of the individual’s identity card; and | | (b) | in the case of an individual not issued with an identity card under that Act, particulars of the individual’s passport or any other similar evidence of identity that is acceptable to the Registrar. |
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| Registration by nominee or trustee |
7.—(1) Where a person (B) carries on a business wholly or mainly as nominee or trustee of or for another person (A), for the general purposes of the business in Singapore, B must, in addition to the particulars required by section 6, provide such particulars as may be prescribed.| (2) A person must not carry on business in Singapore as nominee or trustee of a foreign company. |
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8.—(1) Subject to the provisions of this Act, upon receiving an application for registration under section 6, the Registrar must —| (a) | register the applicant and the applicant’s business name; and | | (b) | issue the applicant a notice of registration stating the registered business name and date on which the applicant is registered. |
| (2) The Registrar may, upon receiving an application lodged by a person registered under subsection (1) and the prescribed fee, issue a certificate of confirmation of the registration of the person and the person’s business name in such form as the Registrar may determine. |
| (3) Every registration is valid for such period as the Registrar may specify and, subject to the provisions of this Act and upon payment of the prescribed fee, is renewable for such period as the Registrar may approve. |
| (4) On receiving an application for the renewal of registration, the Registrar may require additional particulars or other information from the applicant and may refuse to renew the registration if the Registrar is not provided with those particulars or information. |
| (5) The Registrar is not required to register any person and the person’s business name, or renew any registration, if the Registrar is not satisfied with the particulars or other information provided under the provisions of this Act. |
| (6) The registration or renewal of registration of a person and the person’s business name is not to be taken to imply that the person, or any person employed by the person, has complied with the requirements of any law in relation to any business carried on by that person. |
(7) Subject to section 13(2), any person who is aggrieved by the Registrar’s refusal under this Act —| (a) | to register the person and the person’s business name; or | | (b) | to renew the registration of the person and the person’s business name, |
| may, within 30 days after the date the person is notified of that refusal, appeal to the Minister whose decision is final. |
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| When registration must be refused |
9. Despite any provision in this Act or any other written law, but subject to a right of appeal under section 8(7) (if any), the Registrar must refuse to register a person and the person’s business name under this Act where the Registrar is satisfied that —| (a) | the business is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; | | (b) | it would be contrary to the national security or interest for the person to be registered; or | | (c) | the person is a foreign company that is not registered under Division 2 of Part 11 of the Companies Act 1967. |
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| Registration does not confer ownership |
10.—(1) The registration of a person in respect of any business name does not confer on the person any property in the registered business name, or in any word or expression that constitutes or is included in the registered business name.| (2) The registration of a person is not to be taken as evidence that the person so registered owns any property or right or interest in any property held on account of, or used for the purposes of, the business. |
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| Authorised representative |
11.—(1) Where an individual proprietor, all the partners of a firm or all the officers of a foreign company (as the case may be) does not or do not reside in Singapore (either at or after the time the individual proprietor, firm or foreign company was registered), the individual proprietor, firm or foreign company must appoint, within the time specified in subsection (3), (4) or (11), whichever is applicable, at least one authorised representative who must meet the criteria set out in subsection (2).(2) The authorised representative must be —| (a) | a natural person; | | (b) | at least 18 years of age; | | (c) | otherwise of full legal capacity; and | | (d) | ordinarily resident in Singapore. |
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(3) If at the time of registration the individual proprietor, all the partners of the firm or all the officers of the foreign company (as the case may be) does not or do not reside in Singapore, the authorised representative must be appointed —| (a) | at the time the individual proprietor, firm or foreign company is registered; or | | (b) | if the individual proprietor, firm or foreign company will carry on business in Singapore on a date after the date of registration, not later than the date on which the individual proprietor, firm or foreign company commences to carry on business in Singapore. |
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(4) If the individual proprietor, all the partners of the firm or all the officers of the foreign company (as the case may be) ceases or cease to reside in Singapore at any time after registration, the authorised representative must be appointed —| (a) | in the case of the individual proprietor, within 30 days after the date on which the individual proprietor ceases to reside in Singapore; | | (b) | in the case of the firm, within 30 days after the date on which the last partner resident in Singapore ceases to reside in Singapore; and | | (c) | in the case of the foreign company, within 30 days after the date on which the last officer of the foreign company resident in Singapore ceases to reside in Singapore. |
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| (5) The authorised representative is personally responsible for the discharge of all obligations attaching to the individual proprietor, firm or foreign company that is registered from the date of his or her appointment. |
| (6) In the case of any default in respect of any obligation referred to in subsection (5), the authorised representative is subject to the same responsibilities, liabilities and penalties as the individual proprietor, firm or foreign company (as the case may be) and all the penal and other provisions of this Act are to be construed accordingly. |
| (7) The individual proprietor, firm or foreign company referred to in subsection (1) must lodge with the Registrar a notice of the appointment of the authorised representative, and a notice of the consent of the authorised representative to be so appointed, within 14 days after the date of appointment. |
| (8) The notice of appointment must contain the authorised representative’s residential address. |
(9) Where an authorised representative appointed under subsection (1) —| (a) | resigns, retires, dies or otherwise ceases to be an authorised representative for any reason; or | | (b) | ceases to be qualified as an authorised representative, |
| the individual proprietor, firm or foreign company referred to in subsection (1) must lodge with the Registrar a notice that the authorised representative has ceased to be, or ceased to be qualified to be, the individual proprietor’s, firm’s or foreign company’s authorised representative within 14 days after that event. |
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| (10) If the individual proprietor, firm or foreign company referred to in subsection (1) fails to lodge with the Registrar the notice under subsection (9), the former authorised representative may lodge a notice with the Registrar that he or she has ceased to be, or ceased to be qualified to be, the authorised representative for the individual proprietor, firm or foreign company. |
(11) Where the sole authorised representative of an individual proprietor, a firm or a foreign company appointed under subsection (1) —| (a) | resigns, retires, dies or otherwise ceases to be the authorised representative for any reason; or | | (b) | ceases to be qualified as an authorised representative, |
| the individual proprietor, firm or foreign company must, within 30 days after the date on which the sole authorised representative ceases to be, or ceases to be qualified to be, the authorised representative, appoint a new authorised representative. |
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| (12) An individual proprietor, a firm or a foreign company that fails to comply with a requirement under subsection (1), (7) or (9) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000. |
| (13) In this section, “officer”, in relation to a foreign company, includes any director, secretary, manager, office holder or person employed in an executive capacity. |
(14) For the purposes of determining whether a person (including a partner of a firm) resides outside Singapore —| (a) | a corporation resides outside Singapore if the corporation is incorporated or formed outside Singapore; and | | (b) | an individual resides outside Singapore if the individual’s residential address is outside Singapore. |
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(15) For the purpose of subsection (4)(b), a partner that is —| (a) | a company; or | | (b) | a limited liability partnership registered under the Limited Liability Partnerships Act 2005, |
| ceases to reside in Singapore when it is dissolved. |
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| (16) For the purposes of subsections (9), (10) and (11), an authorised representative ceases to be qualified to be an authorised representative if he or she ceases to have full legal capacity or ceases to be ordinarily resident in Singapore. |
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| General power to cancel registration |
12.—(1) The Registrar may cancel the registration of a person and the person’s business name if —| (a) | the Registrar is satisfied that —| (i) | the business of the person is being used or is intended to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or | | (ii) | it would be contrary to the national security or interest for the person to continue to be registered; |
| | (b) | in connection with the person’s business, the person carrying on the business, or any other person appointed by that person to manage the business solely or substantially on that person’s behalf, has been convicted of an offence under the Charities Act 1994; or | | (c) | the person required to appoint an authorised representative under section 11(1) —| (i) | fails to appoint an authorised representative within the period that the authorised representative is required to be appointed under section 11(3) or (4); or | | (ii) | fails to appoint a new authorised representative within 30 days after the date that the person’s sole authorised representative resigned, retired, died or otherwise ceased to be, or ceased to be qualified to be, the person’s authorised representative as required under section 11(11). |
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| (2) The Registrar may cancel the registration of a person and the person’s business name if the Central Provident Fund Board established under the Central Provident Fund Act 1953 has notified the Registrar that the person is a member of the Central Provident Fund established by section 6 of that Act and has failed to comply with section 9A of that Act relating to the payment of contributions by that person to the Central Provident Fund. [Act 3 of 2024 wef 26/02/2024] |
(3) Before cancelling any registration under subsection (1) or (2), the Registrar must —| (a) | give the person notice in writing of the Registrar’s intention to cancel the registration; | | (b) | specify in the notice a period of at least 30 days within which the person may make written representations to the Registrar; and | | (c) | consider the person’s written representations (if any) to the proposed cancellation that are received by the Registrar within the time specified in the notice. |
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| (4) Subject to section 13(3), any person aggrieved by the cancellation under subsection (1) or (2) may, within 30 days after the date the person is notified of the cancellation or such further period as the Minister may allow in any particular case, appeal to the Minister whose decision is final. |
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| Supplemental provision to sections 9 and 12 |
13.—(1) For the purposes of sections 9(b) and 12(1)(a)(ii), a certificate issued under the hand of the Minister charged with the responsibility for internal security stating that the Minister is satisfied that it would be contrary to the national security or interest for the person named in the certificate to be registered or to continue to be registered is conclusive evidence of the matters so stated.| (2) Section 8(7) does not apply in a case where the Registrar refuses to register a person under section 9(b) on the basis of a certificate issued under subsection (1). |
| (3) Section 12(4) does not apply in a case where the Registrar cancels the registration of a person and the person’s business name under section 12(1)(a)(ii) on the basis of a certificate issued under subsection (1). |
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| Cancellation for failure to renew registration |
14.—(1) If the registration of a person and the person’s business name expires, the Registrar is to give written notice to the person that the Registrar may cancel the registration unless the registration is renewed within the period stated in the notice.| (2) The period stated in the notice under subsection (1) must be at least 30 days after the date of the notice. |
| (3) The Registrar may cancel the registration of a person and the person’s business name if the registration is not renewed within the period stated in the written notice given under subsection (1). |
| (4) A person and the person’s business name continue to be registered after the registration of the person and the person’s business name has expired unless the registration is cancelled. |
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15.—(1) Subject to subsection (2), a person who is required to be registered and is registered under this Act must not carry on business under a business name other than the person’s registered business name.| (2) Subsection (1) does not prevent a person from carrying on business under a business name if the person is not required to be registered in respect of the business name under section 4. |
| (3) The registration of a business name under section 8(1) does not authorise the use of the registered business name if the use of the registered business name is otherwise prohibited under any written law or other law. |
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| Reservation of business names |
16.—(1) A person may apply to reserve a name as the person’s proposed registered business name by lodging an application with the Registrar.(2) The Registrar may approve an application made under subsection (1) only if the Registrar is satisfied that —| (a) | the application is made in good faith; and | | (b) | the business name to be reserved is one in respect of which the person may be registered having regard to section 17(1), (2) and (3). |
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(3) The Registrar must refuse to approve an application to reserve a name under subsection (1) if the Registrar is satisfied that —| (a) | the name is for a business that is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; | | (b) | it would be contrary to the national security or interest for the business name to be registered; or | | (c) | the application is by or on behalf of a foreign company that is not registered under Division 2 of Part 11 of the Companies Act 1967. |
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(4) Where an application for a reservation of a name is made under subsection (1), the Registrar must reserve the proposed registered business name for a period starting at the time the Registrar receives the application and ending —| (a) | if the Registrar approves the application, 60 days after the date on which the Registrar notifies the applicant that the application has been approved, or such further period of 60 days as the Registrar may, on application made in good faith, extend; or | | (b) | if the Registrar refuses to approve the application, on the date on which the Registrar notifies the applicant of the refusal. |
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(5) A person aggrieved by a decision of the Registrar —| (a) | refusing to approve an application under subsection (1); or | | (b) | refusing an application under subsection (4)(a) to extend the reservation period, |
| may, within 30 days after being informed of the Registrar’s decision, appeal to the Minister whose decision is final. |
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| Restrictions on registration of business names |
17.—(1) Except with the Minister’s consent or as provided in subsection (3), the Registrar must refuse to register a person under this Act to carry on business under a business name, or refuse to approve a change of registered business name under section 18 to a business name that, in the Registrar’s opinion —| (a) | is undesirable; | | (b) | is identical to any other registered business name, or the name of any corporation or limited partnership; | | (c) | is identical to a name that is reserved under section 16 of this Act, section 27(12B), section 27(12B) as applied by section 357(2), or section 378(15) of the Companies Act 1967, section 23(4) of the Limited Liability Partnerships Act 2005 or section 17(4) of the Limited Partnerships Act 2008; or | | (d) | is a name of a kind that the Minister has directed the Registrar, by notification in the Gazette, not to accept for registration. [15/2017] |
(2) In addition to subsection (1), the Registrar must, except with the Minister’s consent, refuse to register a person (A) under a business name, or refuse to allow A to change A’s registered business name to a business name, if —| (a) | it is identical to the business name of a person (B) whose registration and registration of that business name has been cancelled under this Act or has ceased under section 22, unless a period of at least one year has passed after the date of cancellation or cessation; | | (b) | it is identical to the name of a company that was dissolved —| (i) | unless, in a case where the company was dissolved following its winding up under Part 8 of the Insolvency, Restructuring and Dissolution Act 2018, a period of at least 2 years has passed after the date of dissolution; or | | (ii) | unless, in a case where the company was dissolved following its name being struck off the register kept under the Companies Act 1967 under section 344 or 344A of that Act, a period of at least 6 years has passed after the date of dissolution; |
| | (c) | it is identical to the name of a foreign company notice of the dissolution of which has been given to the Registrar under section 377(2) of the Companies Act 1967, unless a period of at least 2 years has passed after the date of dissolution; | | (d) | it is identical to the name of a limited liability partnership that was dissolved —| (i) | unless, in a case where the limited liability partnership was dissolved following its winding up under section 39 of, and the Fifth Schedule to, the Limited Liability Partnerships Act 2005, a period of at least 2 years has passed after the date of dissolution; or | | (ii) | unless, in a case where the limited liability partnership was dissolved following its name being struck off the register under section 63 of the Limited Liability Partnerships Act 2005, a period of at least 6 years has passed after the date of dissolution; or |
| | (e) | it is identical to the name of a limited partnership that was cancelled or dissolved —| (i) | unless, in a case where the registration of the limited partnership was cancelled under section 14(1) or 19(4) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of cancellation; or | | (ii) | unless, in a case where notice was lodged with the Registrar of Limited Partnerships that the limited partnership was dissolved under section 19(2) of the Limited Partnerships Act 2008, a period of at least one year has passed after the date of dissolution. [40/2018] |
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(3) Despite subsection (1), the Registrar may register a person under —| (a) | a business name that is identical to the name of a foreign company registered under Division 2 of Part 11 of the Companies Act 1967 —| (i) | in respect of which notice was lodged under section 377(1) of the Companies Act 1967 that the foreign company has ceased to have a place of business in Singapore or ceased to carry on business in Singapore, if a period of at least 3 months has passed after the date of cessation; and | | (ii) | the name of which was struck off the register under the Companies Act 1967 under section 377(8), (9) or (10) of that Act, if a period of at least 6 years has passed after the date the name was so struck off; or |
| | (b) | a business name that is identical to the name of a limited partnership in respect of which notice was lodged under section 19(1) of the Limited Partnerships Act 2008 that the limited partnership ceased to carry on business in Singapore, if a period of at least one year has passed after the date of cessation. |
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(4) Despite this section and section 18, where the Registrar is satisfied that a person’s registered business name —| (a) | is one that is not permitted to be registered under subsection (1)(a), (b) or (d); | | (b) | is one that is not permitted to be registered under subsection (2) until the expiry of the relevant period referred to in that subsection; | | (c) | is one that is permitted to be registered under subsection (3) only after the expiry of the relevant period referred to in that subsection; | | (d) | so nearly resembles the name of any corporation or limited partnership, or any registered business name, as to be likely to be mistaken for it; or | | (e) | is one the use of which has been restrained by an injunction granted under the Trade Marks Act 1998, |
| the Registrar may direct the person to change the person’s registered business name, and the person must comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow in any case. |
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(5) The Registrar’s power under subsection (4) to direct a person to change the person’s registered business name applies regardless of —| (a) | whether the person’s business name was registered through inadvertence or otherwise; or | | (b) | when the person was registered, or treated as being registered, in respect of the business name. |
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| (6) Any person may apply, in writing, to the Registrar to give a direction to any other person, on a ground referred to in subsection (4), to change that other person’s registered business name. |
| (7) The Registrar is not to consider any application under subsection (6) to give a direction to a person on the ground referred to in subsection (4)(d) unless the Registrar receives the application within 12 months after the date the person was registered in respect of the business name, or the date the change of registered business name was approved under section 18. |
| (8) The Registrar may cancel the registration of a person and the person’s business name if the person fails to comply with a direction given under subsection (4). |
(9) A person aggrieved by —| (a) | a direction of the Registrar under subsection (4); or | | (b) | the Registrar’s refusal to give a direction to a person under subsection (4) following an application under subsection (6), |
| may, within 30 days after being informed of the Registrar’s direction or refusal (as the case may be), appeal to the Minister whose decision is final. |
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| (10) To avoid doubt, where the Registrar makes a direction under subsection (4) or the Minister makes a decision on an appeal under subsection (9), the Registrar or the Minister (as the case may be) must accept as correct any decision of the General Division of the High Court to grant an injunction referred to in subsection (4)(e). [40/2019] |
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| Change of registered business name |
18.—(1) An application by a person to change the person’s registered business name is to be lodged with the Registrar.| (2) Upon the approval of the application, the Registrar is to issue to the applicant a notice of change of registered business name stating the date of the change. |
| (3) Any application for a change of a registered business name is subject to section 17. |
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| Change of residential address |
19.—(1) An individual who —| (a) | is a registered individual proprietor; | | (b) | is a partner of a registered firm; or | | (c) | is an authorised representative, |
| must lodge with the Registrar a notice of the individual’s new residential address within 14 days after the date of change. |
| (2) Where the individual referred to in subsection (1) has changed his or her residential address and has made a report of the change under section 10 of the National Registration Act 1965, the individual is to be taken to have informed the Registrar of the change of residential address in compliance with subsection (1). |
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| Registration of change in particulars |
20.—(1) Whenever a change is made or occurs in any of the particulars registered in respect of any person, that person must, within 14 days after the change, or such further period as the Registrar may on application allow, lodge with the Registrar a notice specifying the nature and date of the change, and containing such other information as may be prescribed.(2) For the purposes of subsection (1), a change of particulars does not include —| (a) | a change of the residential address of any —| (i) | registered individual proprietor; | | (ii) | partner of a registered firm who is an individual; or | | (iii) | authorised representative; or |
| | (b) | a change of a registered business name. |
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| (3) Without limiting subsection (1), where a person ceases to be a partner of a registered firm, that person and the persons who continue to be registered as partners of the firm must, within 14 days after the cessation, lodge with the Registrar a notice of the cessation. |
| (4) Where any person required to lodge the notice referred to in subsection (3) cannot be located or found, the Registrar may allow the other persons who are required to do so to lodge the notice. |
| (5) The Registrar may require any notice required by this section to be verified in such manner and by such person as the Registrar considers fit. |
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21.—(1) Where a registered individual proprietor or a partner of a registered firm who is an individual dies, the Registrar may permit the personal representative of the deceased, or a person who in the Registrar’s opinion would be entitled to apply to court for an order for the administration by the court of the deceased’s estate —| (a) | to lodge any notice referred to in section 20(1) on behalf of the deceased person; | | (b) | to lodge any notice to be lodged under section 20(3) on behalf of the deceased partner, together with the other persons registered as partners; or | | (c) | to lodge the notice referred to in section 22(1). |
| (2) For the purposes of subsection (1), a person who claims to be the personal representative of a deceased or to be entitled to apply to court for the order for the administration by the court of the deceased’s estate must provide such evidence as may be acceptable to the Registrar. |
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22.—(1) Where a registered person stops carrying on business in Singapore under a registered business name, the registered person must, within 14 days after so stopping, lodge with the Registrar a notice that he or she has stopped carrying on business under that registered business name.| (2) The Registrar may, if the Registrar thinks fit, allow a registered person to lodge with the Registrar a notice notifying the Registrar in advance that the registered person intends to stop carrying on business under a registered business name on the date specified in the notice. |
| (3) Any registered person who fails to comply with subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. |
| (4) On receipt of the notice under subsection (1) or on the date specified in the notice under subsection (2) (as the case may be), the registration of the person and the person’s business name to which the notice relates ceases. |
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| Cancellation of registration |
23.—(1) Where the Registrar has reasonable cause to believe that any registered person is not carrying on business in Singapore in respect of a registered business name, the Registrar may give that person a notice in writing stating —| (a) | that the Registrar proposes to cancel the registration of the person and the person’s business name; and | | (b) | that any objection to the proposed cancellation must be in writing and delivered to the Registrar by a date specified in the notice, being a date at least 30 days after the date of the notice. |
(2) If the Registrar —| (a) | receives an answer from the person referred to in subsection (1) to the effect that the person is not carrying on business under the registered business name; or | | (b) | does not, within 30 days after sending the notice referred to in subsection (1), receive a written objection to the proposed cancellation from the person referred to in that subsection, |
| the Registrar may cancel the registration of the person and the business name in question. |
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| (3) Where the registration of a person and the business name in question is cancelled under this section, any certificate or notice pertaining to that registration is also to be taken to be cancelled. |
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| Restoration of registration |
| 24.—(1) A person whose registration and registered business name has been cancelled under section 12(2), 14 or 23, or whose registration and registered business name has ceased under section 22, may lodge an application with the Registrar to restore the registration. [Act 3 of 2024 wef 26/02/2024] (2) An application to restore a registration under subsection (1) must be made —| (a) | within 12 months after the date on which the registration was cancelled or had ceased; or | | (b) | within such longer time as the Registrar may in special circumstances allow. |
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| (3) Subject to any restriction against registration under section 9, upon payment of the outstanding renewal fees and any prescribed late renewal penalty, the Registrar may grant the application for restoration subject to such conditions as the Registrar may impose. |
| (4) If the Registrar grants the application under subsection (3), the registration of the person and the person’s business name is to be treated as if it had not been cancelled or had not ceased, as the case may be. |
| (5) Subsection (4) does not prevent the person from being prosecuted and punished for an offence under section 35(1)(a). |
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| Rectification by General Division of High Court |
| 25.—(1) Where it appears to the General Division of the High Court, as a result of evidence adduced before it by an applicant, that any particular recorded in the register is erroneous or defective, the General Division of the High Court may, by order, direct the Registrar to rectify the register on such terms and conditions as seem to the General Division of the High Court just and expedient. [40/2019] | (2) The Registrar must upon receipt of the order of the General Division of the High Court under subsection (1) rectify the register accordingly. [40/2019] |
| (3) An order of the General Division of the High Court made under subsection (1) may require that a fresh document, showing the rectification, is to be filed by the applicant with the Registrar together with a copy of the order of the General Division of the High Court, and a copy of the application for that order. [40/2019] |
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| Rectification by Registrar on application |
26.—(1) Despite section 25, a registered person or the registered person’s authorised representative may lodge a notice with the Registrar of —| (a) | any error contained in any document relating to the person’s particulars filed or lodged with the Registrar; or | | (b) | any error in the filing or lodgment of any document relating to the person with the Registrar. |
(2) The Registrar may, upon receipt of any notification referred to in subsection (1) and if satisfied that —| (a) | the error referred to in subsection (1)(a) is typographical or clerical in nature; or | | (b) | the error referred to in subsection (1)(b) is, in the Registrar’s opinion, unintended and does not prejudice any person, |
| rectify the register accordingly. |
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| (3) In rectifying the register under subsection (2), the Registrar must not expunge any document from the register. |
| (4) The decision made by the Registrar on whether to rectify the register under subsection (2) is final. |
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| Rectification or updating on Registrar’s initiative |
27.—(1) The Registrar may rectify or update any particulars or document in the register, if the Registrar is satisfied that —| (a) | there is a defect or an error in the particulars or document arising from any grammatical, typographical, or similar mistake; or | | (b) | there is evidence of a conflict between the particulars of a person and —| (i) | other information in the register relating to that person; or | | (ii) | other information relating to that person obtained from such department or Ministry of the Government, or statutory body or other body corporate as may be prescribed. |
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(2) Before the Registrar rectifies or updates the register under subsection (1), the Registrar must, except under prescribed circumstances, give written notice to the person whose document or particulars are to be rectified or updated of the Registrar’s intention to do so, and state in the notice —| (a) | the reasons for and details of the proposed rectification or updating to be made to the register; and | | (b) | the date by which any written objection to the proposed rectification or updating must be delivered to the Registrar, being a date at least 30 days after the date of the notice. |
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| (3) The person notified under subsection (2) may deliver to the Registrar, not later than the date specified under subsection (2)(b), a written objection to the proposed rectification or updating of the register. |
| (4) The Registrar must not rectify or update the register if the Registrar receives a written objection under subsection (3) to the proposed rectification or updating by the date specified under subsection (2)(b), unless the Registrar is satisfied that the objection is frivolous or vexatious or has been withdrawn. |
| (5) The Registrar may rectify or update the register if the Registrar does not receive a written objection under subsection (3) by the date specified under subsection (2)(b). |
| (6) The Registrar may include such notation as the Registrar thinks fit in the register for the purposes of providing information relating to any error or defect in any particulars or document in the register, and may remove the notation if the Registrar is satisfied that it no longer serves any useful purpose. |
| (7) Despite anything in this section, the Registrar may, if the Registrar is satisfied that there is any error or defect in any particulars or document in the register, by notice in writing, request that the registered person to whom the particulars or document relates, or the registered person’s authorised representative, take such steps within such time as the Registrar may specify to ensure that the error or defect is rectified. |
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| Request for copy of notice of registration, etc. |
28.—(1) Subject to section 30, a person may, upon payment of such fees as may be prescribed, require a copy of a notice of registration, or a copy of or an extract from any document filed or lodged with the Registrar, to be given or certified by the Registrar.| (2) Any copy or extract given under subsection (1) that is certified to be a true copy or an extract by the Registrar is, in any proceedings, admissible in evidence as of equal validity with the original document. |
| (3) The Registrar is not required to issue, under subsection (1), a copy of or an extract from a document forming part of the register where that document has been destroyed under section 38. |
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| Electronic transaction system |
29.—(1) The Registrar may —| (a) | require or permit any person to carry out any transaction with the Registrar under this Act; and | | (b) | issue any approval, certificate, notice, determination or other document pursuant or connected to a transaction referred to in paragraph (a), |
| using the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004. |
| (2) If the Registrar is satisfied that a transaction should be treated as having been carried out at some earlier date and time than the date and time that is reflected in the electronic transaction system, the Registrar may cause the electronic transaction system and the register to reflect such earlier date and time. |
| (3) The Registrar must keep a record whenever the electronic transaction system or the register is altered under subsection (2). |
(4) In this section, “transaction”, in relation to the Registrar, means —| (a) | any filing, lodging, submission, production, delivery, provision or sending of any document with or to the Registrar; | | (b) | any making of any application, submission or request to the Registrar; | | (c) | any provision of any undertaking or declaration to the Registrar; and | | (d) | any extraction, retrieval or accessing of any document, record or information maintained by the Registrar. |
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30.—(1) Despite section 28, the Registrar must not disclose or make available for public inspection the particulars of an individual’s residential address that is lodged with the Registrar under this Act or transmitted to the Registrar by the Commissioner of National Registration under section 11 of the National Registration Act 1965 if the requirements of subsection (2) are satisfied.(2) The requirements referred to in subsection (1) are that the individual referred to in that subsection maintains with the Registrar an alternate address that complies with the following conditions:| (a) | it is an address at which the individual can be located; | | (b) | it is not a post‑office box number; | | (c) | it is not the individual’s residential address; | | (d) | it is located in the same jurisdiction as the individual’s residential address. |
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(3) For the purposes of subsection (2) —| (a) | an individual who wishes to maintain an alternate address must lodge an application with the Registrar; | | (b) | an individual may not maintain more than one alternate address at any one time; | | (c) | an individual who wishes to cease to maintain an alternate address must lodge a notice of withdrawal with the Registrar; and | | (d) | an individual who wishes to change his or her alternate address must lodge a notice of change with the Registrar. |
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| (4) An application to maintain an alternate address, and the lodgment of a notice of withdrawal or change of an alternate address, are subject to the payment of such fees as may be prescribed. |
| (5) Subsection (1) applies from the time at which the Registrar accepts an application to maintain an alternate address referred to in subsection (3)(a). |
| (6) An individual who maintains an alternate address under subsection (2) must ensure that the individual can be located at that address. |
| (7) An individual who fails to comply with subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both. |
(8) Despite subsection (1), the Registrar may disclose and make available for public inspection the particulars of an individual’s residential address despite the maintenance of an alternate address under subsection (2) if —| (a) | communications sent by the Registrar under this Act, or by any officer of the Authority under any ACRA‑administered Act, to the individual at the individual’s alternate address and requiring a response within a specified period remain unanswered; or | | (b) | there is evidence to show that service of any document under this Act or under any ACRA‑administered Act at the alternate address is not effective to bring it to the individual’s notice. |
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(9) Before proceeding under subsection (8), the Registrar must give notice to the relevant individual —| (a) | stating the grounds on which the Registrar proposes to disclose and make available for public inspection the particulars of the individual’s residential address; and | | (b) | specifying a period within which representations may be made before that is done. |
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| (10) The Registrar is to consider the representations received within the specified period. |
| (11) Where the Registrar discloses and makes available for public inspection the particulars of an individual’s residential address, the Registrar must give notice of that fact to the individual. |
| (12) A notice to an individual under subsection (9) or (11) is to be sent to the individual at his or her residential address unless it appears to the Registrar that service at that address may be ineffective to bring it to the individual’s notice, in which case it may be sent to any other last known address of that individual. |
(13) Where —| (a) | the Registrar discloses and makes available for public inspection the particulars of an individual’s residential address under subsection (8); or | | (b) | a Registrar appointed under another ACRA‑administered Act discloses and makes available for public inspection under that Act the particulars of an individual’s residential address under a provision of that Act equivalent to subsection (8), |
| that individual is not, for a period of 3 years after the date on which the residential address is disclosed and made available for public inspection, allowed to maintain an alternate address under subsection (2). |
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| (14) Nothing in this section applies to any information transferred to the register from any previous register or prevents such information from being disclosed or from being made available for public inspection or access. |
(15) Nothing in this section prevents the residential address that is lodged with the Registrar under this Act, or is transmitted to the Registrar by the Commissioner of National Registration under section 11 of the National Registration Act 1965 from —| (a) | being used by the Registrar for the purposes of any communication with the individual; | | (b) | being disclosed for the purposes of issuing any summons or other legal process against the individual for the purposes of this Act or any other written law; | | (c) | being disclosed in compliance with the requirement of any court or the provisions of any written law; | | (d) | being disclosed for the purpose of assisting any public officer or officer of any statutory body in the investigation or prosecution of any offence under any written law; or | | (e) | being disclosed in any other circumstances that are prescribed. |
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| (16) Any individual aggrieved by the Registrar’s decision under subsection (8) may, within 30 days after the date of receiving the notice under subsection (11), appeal to the General Division of the High Court which may confirm the decision or give such directions in the matter as seem proper or otherwise determine the matter. [40/2019] |
(17) In this section —| (a) | “ACRA‑administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 and any of the written laws specified in the Second Schedule to that Act; | | (b) | “previous register” means the register kept under the Business Registration Act (Cap. 32, 2004 Revised Edition) repealed by this Act; and | | (c) | an individual can be located at an address if the individual may be physically found at the address after reasonable attempts have been made to find the individual at the address. |
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| Disability of persons in default |
31.—(1) Subsection (2) applies where a person (the defaulter) who is required to be registered —| (a) | carries on business under a business name without being registered under this Act in respect of that business name; | | (b) | carries on business under a business name —| (i) | after the person’s registration in respect of the business name has been cancelled and has not been restored under section 24; or | | (ii) | after the person’s registration in respect of the business name has ceased and has not been restored under section 24; or |
| | (c) | fails to lodge any notice required under section 19(1) or 20(1) or (3). |
(2) Subject to subsections (3) and (4), the defaulter may not enforce by action or other legal proceeding (whether in the business name or otherwise) any right under or arising out of any contract in relation to the business carried on by the defaulter under the business name if the contract was made or entered into by or on behalf of the defaulter at a time when —| (a) | the defaulter was not registered as carrying on business under the business name; | | (b) | the defaulter’s registration under the business name had been cancelled or had ceased, and has not been restored under section 24; or | | (c) | the defaulter was, in respect of the defaulter’s registration under the business name, in breach of section 19(1) or 20(1) or (3). |
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| (3) A defaulter under subsection (2)(b) is not prevented from enforcing any right referred to in subsection (2) if the defaulter’s registration under the business name is restored under section 24. |
| (4) The defaulter may apply to the court for relief against the disability imposed by this section. |
(5) The court, on being satisfied —| (a) | that the default was accidental or due to inadvertence or some other sufficient reason; or | | (b) | that on other grounds it is just and equitable to grant relief, |
| may grant such relief either generally, or as respects any particular contract, on such conditions (if any) as the court may impose. |
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| (6) This section does not affect the rights of any other party as against the defaulter in respect of a contract mentioned in subsection (2). |
| (7) If any action or proceedings is commenced by any party against the defaulter to enforce the rights of the party in respect of a contract referred to in subsection (2), this section does not prevent the defaulter from enforcing in that action or proceedings (by way of counterclaim, set‑off or otherwise) such rights as the defaulter may have against that party in respect of that contract. |
| (8) In this section, “court” means any court before which proceedings to enforce a contract referred to in subsection (2) are commenced or before which an issue relating to subsection (2) arises. |
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