PART II | Application for registration |
| 5.—(1) Subject to the provisions of this Act, every person shall, before carrying on business in Singapore, make an application to the Registrar in the prescribed manner for registration under this Act. [13/2002] | (2) Notwithstanding this section, only one application for registration is required to be made where the same person or persons carry on business under the same business name. |
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| Manner and particulars of registration |
6.—(1) In connection with an application under section 5 for registration under this Act, the appropriate person shall lodge with the Registrar a statement in such medium and in such form as the Registrar may determine containing the following particulars:| (a) | the business name; | | (b) | the general nature of the business; | | (c) | the principal place of business and any other place where the business is carried on; | | (d) | the name, identification (if any), nationality and the usual place of residence of every person responsible for the management of the business; | | (e) | where the business is to be carried on by a firm, the name, identification (if any), nationality and the usual place of residence of every partner and, where a partner is a corporation, the corporate name, registration number and registered office of the corporation; | | (f) | where the business is to be carried on by an individual, the name, identification (if any), nationality and the usual place of residence of that individual; | | (g) | where the business is to be carried on by a corporation, its corporate name, registration number and registered office; and | | (h) | the date or proposed date of commencement of business. [40/99; 13/2002] |
| (2) The Registrar may, in any particular case, require the statement referred to in subsection (1) to be verified in such manner as the Registrar may consider fit. [13/2002] |
| (3) The High Court may, on the application of any person alleged or claiming to be a partner, direct the rectification of the register and decide any question arising under this section. [13/2002] |
(4) In this section, “appropriate person”, in relation to an application for registration, means —| (a) | where the registration to be effected is that of an individual, the individual; | | (b) | where the registration to be effected is that of a corporation, a director or the secretary of the corporation or an agent of the corporation within the meaning of section 366(1) of the Companies Act (Cap. 50) ; | | (c) | where the registration to be effected is that of a foreign firm, the manager of the foreign firm or the person having direct control of the management of the business of the foreign firm; or | | (d) | where the registration to be effected is that of a firm (other than a foreign firm), every individual who is a partner of the firm, and a director or the secretary of every corporation which is a partner of the firm, |
| and includes a prescribed person authorised by a person referred to in paragraph (a), (b), (c) or (d), as the case may be. |
[13/2002] |
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| 7. Where a person carries on a business wholly or mainly as nominee or trustee of or for another person, or other persons, or acts as agent for any foreign firm for the general purposes of the business of that foreign firm in Singapore, the first-mentioned person shall, in addition to the particulars required by section 6, furnish the particulars mentioned in the Second Schedule. |
8.—(1) On receiving the statement referred to in section 6, the Registrar shall, subject to the provisions of this Act, cause that statement, upon payment of the prescribed fee, to be entered in the register.| (2) The Registrar shall, upon the registration of a person in accordance with subsection (1), issue to that person a notice of registration in such form as the Registrar may determine. [40/99; 13/2002] |
| (3) The Registrar may, upon receipt of the application in the prescribed form of a person registered under subsection (1) and payment of the prescribed fee, issue to that person a certificate of confirmation of registration in such form as the Registrar may determine. [13/2002] |
| (4) Every registration under this Act shall be valid for such period as the Registrar may specify and shall, subject to the provisions of this Act and upon payment of the prescribed fee, be renewable for such period as the Registrar may approve. [13/2002] |
| (5) On receiving an application for the renewal of registration, the Registrar may require additional particulars or other information and may refuse to renew the registration if he is not furnished with those particulars or information. [13/2002] |
| (6) Nothing in this section shall be construed to require the Registrar to register any person or renew any registration if he is not satisfied with the particulars or other information furnished under the provisions of this Act. [13/2002] |
| (7) The registration or renewal of registration of any person shall not be deemed to imply that the requirements of any law in relation to any business carried on by that person, or to the persons carrying on the business or employed therein, have been complied with. [9 [40/99; 13/2002] |
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| Power to refuse registration |
9.—(1) Notwithstanding any provision in this Act or any other written law, the Registrar shall refuse to register a person under this Act where he is satisfied that —| (a) | the proposed business is likely to be used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore; or | | (b) | it would be contrary to the national security or interest for the person to be registered. [40/99] |
| (2) Any person aggrieved by the decision of the Registrar under subsection (1) may, within 30 days of the date of the decision, appeal to the Minister whose decision shall be final. [9A [40/99] |
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| Power to cancel registration |
10.—(1) The Registrar may cancel the registration of a person if —| (a) | the Registrar is satisfied that the business of such 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 that it would be contrary to the national security or interest for the person to continue to be registered under this Act; or | | (b) | in connection with his business, he or the person responsible for the management of the business or the person carrying on the business has been convicted of an offence under the Charities Act (Cap. 37). [40/99; 36/2000] |
| (2) The Registrar shall, before cancelling any registration under subsection (1), give the person notice in writing of his intention to cancel the registration at the expiration of such period, not being less than 30 days, as is specified in the notice. [40/99] |
| (3) Any person aggrieved by the cancellation under subsection (1) may, within 30 days of the date of the cancellation, appeal to the Minister whose decision shall be final. [9B [40/99] |
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| Supplemental provision to sections 9 and 10 |
| 11.—(1) For the purpose of sections 9 and 10, a certificate issued by the Minister charged with the responsibility for internal security stating that he 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 under this Act shall be conclusive evidence of the matters so stated. [36/2000] | (2) Section 10(2) shall not apply in a case where the Registrar cancels the registration of a person under section 10(1) (a) pursuant to a certificate referred to in subsection (1). [9C [36/2000] |
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| 12.—(1) No person who is registered under the provisions of this Act shall carry on business under a name which has not been filed with the Registrar under section 6 or 14(1). [13/2002] | (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000. [13/2002] |
| (3) The registration of a name under which a person carries on business shall not be construed as authorising the use of that name if, apart from such registration, the use thereof could be prohibited. [10 |
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| Restrictions on registration of business names |
13.—(1) Except with the consent of the Minister, the Registrar shall refuse to register a person under this Act to carry on business under a name which, or to allow a person to change the name under which he carries on business to one which, in the opinion of the Registrar —| (a) | is undesirable; | | (b) | is identical to that of any corporation or to any other business name; | | (c) | is identical to a name that is being reserved under this section or under section 27 of the Companies Act (Cap. 50); 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. [13/2002] |
(2) A person may apply in the prescribed manner to the Registrar for the reservation of a name set out in the application as —| (a) | the name of an intended business; or | | (b) | the new name of the registered business of the person. [13/2002] |
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| (3) Upon receipt of an application under subsection (2) and payment of the prescribed fee, the Registrar may, if he is satisfied that the name to be reserved is not one which may be rejected on any ground referred to in subsection (1)(a), (b), (c) or (d), reserve the name for a period of 2 months from the date of lodgment of the application or such longer period as the Registrar may allow. [13/2002] |
(4) Notwithstanding anything in this section, where the Registrar is satisfied that a person has been registered (whether through inadvertence or otherwise and whether originally or by a change of name) to carry on business under a name which —| (a) | is a name referred to in subsection (1)(a), (b) or (d); or | | (b) | so nearly resembles the name of any corporation or any other business name as to be likely to be mistaken for it, |
| the Registrar may direct the person to change the name under which he carries on business, and the person shall comply with the direction within 6 weeks after the date of the direction or such longer period as the Registrar may allow, unless the direction is annulled by the Minister. |
[13/2002] |
| (5) 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) (a) or (b), to change the name under which the second-mentioned person carries on business. [13/2002] |
| (6) The Registrar shall not consider any application under subsection (5) to give a direction to a person on the ground referred to in subsection (4) (b) unless the Registrar receives the application within 12 months from the date of registration of the person. [13/2002] |
| (7) The Registrar may cancel the registration of any person who fails to comply with a direction given under subsection (4). [13/2002] |
| (8) The Registrar may, if he is satisfied that a person who is directed under subsection (4) to change the name under which he carries on business had applied for registration under that name in bad faith, require that person to pay the Registrar such fees as may be prescribed, and such fees shall be recoverable as a debt due to the Government. [13/2002] |
| (9) Any person who is aggrieved by a direction of the Registrar under subsection (4) or a requirement of the Registrar under subsection (8) may, within 30 days of the date of the direction or requirement, appeal to the Minister whose decision shall be final. [13/2002] |
| (10) The Registrar may, by publication in the Gazette, make such rules as he considers appropriate for the purposes of determining the matters referred to in subsections (1) to (4). [11 [13/2002] |
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| Registration of changes in particulars |
| 14.—(1) Whenever a change is made or occurs in any of the particulars registered in respect of any person or of the business carried on by him, that person shall, within 14 days after the change, or such further period as the Registrar may on application allow, lodge with the Registrar a statement in such medium and in such form as the Registrar may determine specifying the nature and date of the change, and containing such other information as may be prescribed. [40/99; 13/2002] | (2) Where a person to whom this Act applies has changed his residential address and has made a report of the change under section 8 of the National Registration Act (Cap. 201) within 14 days thereof, he shall be deemed to have informed the Registrar of the change of his residential address in compliance with subsection (1). [28/94] |
| (3) Where a person ceases to be a partner of a firm registered under this Act, that person and the persons who continue to be registered as partners of the firm shall, within 14 days after the cessation, lodge with the Registrar a statement in such form as the Registrar may determine notifying the Registrar of the cessation. [40/99] |
| (4) Where any person required to lodge the statement 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 statement. [40/99] |
| (5) Section 6(2) shall apply, with the necessary modifications, to any statement lodged under subsection (1), (3) or (4). [40/99; 13/2002] |
| (6) Subsection (3) shall not be construed to affect the generality of subsection (1). [12 |
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| 15.—(1) Where any person registered under this Act has ceased to carry on business, he shall, within 14 days of the cessation, lodge with the Registrar a notice in such form as the Registrar may determine notifying the Registrar that he has ceased to carry on business. [40/99] | (2) The Registrar may, if he thinks fit, allow a person registered under this Act to lodge with the Registrar a notice, in such form as the Registrar may determine, notifying the Registrar in advance that he shall cease to carry on business on the date specified in the notice or upon the expiry of his registration. [40/99; 13/2002] |
| (3) Any 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. [40/99] |
| (4) On receipt of the notice under subsection (1) or on the date specified or indicated in the notice under subsection (2), as the case may be, the Registrar may cancel the registration of the person and remove from the register the name under which he carries on business. [40/99; 13/2002] |
| (5) Where the Registrar has reasonable cause to believe that any person registered under this Act is not carrying on business, he may send by registered post to that person a notice to the effect that if an answer showing cause to the contrary is not received within one month from the date thereof, the registration of that person may be cancelled and the name under which he carries on business removed from the register. [40/99] |
(6) If the Registrar —| (a) | receives an answer from the person referred to in subsection (5) to the effect that he is not carrying on business; or | | (b) | does not within one month after sending the notice referred to in subsection (5) receive an answer showing cause to the contrary, |
| he may cancel the registration of that person and remove from the register the name under which he carries on business. |
[40/99] |
| (7) The Registrar shall, by notification in the Gazette, publish such particulars as he thinks fit in respect of any person whose registration has been cancelled under this section. [40/99] |
| (8) Where the registration of a person is cancelled under this section, any certificate or notice pertaining to the registration of that person under this Act shall be deemed to be cancelled. [13 [40/99; 13/2002] |
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| Rectification of register |
16.—(1) Where it appears to the High Court, as a result of evidence adduced before it, that —| (a) | any of the particulars recorded in a register is incorrect; | | (b) | a misleading business name has been registered; or | | (c) | the use of a business name should be prohibited, |
| the High Court may, by order, direct the Registrar to rectify the register in the manner specified in the order. |
| (2) The Registrar shall, upon receipt of the order, rectify the register accordingly. [14 |
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| Rectification of mistakes |
17.—(1) The Registrar shall have power at all times to rectify any mistake in order to bring the entry in the register relating to any person into conformity with the documents relating to that person furnished under this Act.| (2) On application made by all the parties who have signed any particulars relating to a person under this Act, the Registrar may rectify any mistake in those particulars or in the record or note thereof made in the register. |
| (3) Notwithstanding subsections (1) and (2), the Registrar may, in such circumstances as may be prescribed and upon receipt of a notice made by any person in the prescribed manner, rectify any particulars furnished under this Act or the register accordingly. [15 [13/2002] |
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| Request for copy of certificate of registration, etc. |
| 18.—(1) Any person may, upon payment of such fees as may be prescribed, require a copy of a certificate of registration or certificate of confirmation of registration issued to any person, or a copy of or an extract from any document filed with the Registrar, to be certified by the Registrar. [13/2002] | (2) Any copy or extract, including a copy produced by way of such medium as determined by the Registrar, given under subsection (1) (not being a copy or extract referred to in section 20(4)) which is certified to be a true copy or extract under the hand and seal of the Registrar shall, in any proceedings, be admissible in evidence as of equal validity with the original document. [40/99; 13/2002] |
| (3) A register shall not be open to inspection by the public. |
| (4) The Registrar shall not be required to issue under subsection (1) a copy of or extract from a document forming part of the register where that document has been destroyed under section 31. [16 [40/99] |
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| Information service — exclusion of liability of errors or omissions |
19. Where the Registry of Businesses furnishes, in any form, information relating to a business registered under this Act to any person, neither the Government nor any of its employees in the Registry or any authorised agent of the Registry who is involved in the supply of such information shall be liable for any loss or damage suffered by any person, by reason of any error or omission, of whatever nature or however caused, if the error or omission —| (a) | is made in good faith and in the ordinary course of the discharge of the duties of the employee or authorised agent; or | | (b) | has occurred or arisen as a result of any defect or breakdown in the service or in any of the equipment used for the service. [16A [40/99] |
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| Electronic filing service |
| 20.—(1) The Registrar may require any document to be lodged under this Act to be filed electronically with the Registrar using the service provided by the Registry of Businesses whereby documents under this Act may be filed with or submitted to the Registrar electronically. [13/2002] | (2) Where any document is required to be filed with or submitted to the Registrar electronically by any person using the service referred to in subsection (1), the Registrar may allow the document to be filed or submitted by a prescribed person on behalf of the first-mentioned person. [13/2002] |
(3) Where the Registry of Businesses provides a service whereby documents required under this Act may be filed electronically with the Registry, neither the Government nor any of its employees shall be liable for any loss or damage, suffered by any person by reason of any error or omission, of whatever nature or however caused, appearing in any document obtained by any person under the service if the error or omission —| (a) | is made in good faith and in the ordinary course of the discharge of the duties of any of these employees; or | | (b) | has occurred or arisen as a result of any defect or breakdown in the service or in any of the equipment used for the service. [13/2002] |
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| (4) A copy of or extract from any document electronically filed with or submitted to the Registrar using the service referred to in subsection (1) which is supplied or issued by the Registrar and certified under his hand and seal to be a true copy thereof or extract therefrom shall, in any proceedings, be admissible in evidence as of equal validity with the original document. [13/2002] |
| (5) Any information supplied by the Registrar that is certified by the Registrar under his hand and seal to be a true extract from any document filed or lodged with or submitted to the Registrar using the service referred to in subsection (1) shall, in any proceedings, be admissible in evidence and be presumed, unless evidence to the contrary is adduced, to be a true extract from such document. [13/2002] |
| (6) Subsections (4) and (5) shall have effect notwithstanding the provisions of any other written law. [16B [13/2002] |
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| Disability of persons in default |
21.—(1) Where a person required to be registered under this Act —| (a) | carries on business without being registered under this Act to do so; or | | (b) | fails to furnish any information required under section 14, |
| then the rights of the defaulter under or arising out of any contract, in relation to the business carried on by the defaulter in respect of which there is no valid registration or there is non-compliance with section 14, made or entered into by or on behalf of the defaulter at any time while he is in default shall, subject to subsection (3), not be enforceable by action or other legal proceedings either in the business name or otherwise. |
[13/2002] | (2) A defaulter referred to in subsection (1) may apply to the court for relief against the disability imposed by this section. |
| (3) The court, on being satisfied that the default was accidental or due to inadvertence or some other sufficient cause, or 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 condition that the costs of the application are paid by the defaulter, unless the court otherwise orders, and on such other conditions (if any) as the court may impose. |
| (4) Relief under subsection (3) shall not be granted except on such service and publication of notice of the application as the court may order, nor shall relief be given in respect of any contract if any party to the contract proves to the satisfaction of the court that, if the provisions of this Act had been complied with, he would not have entered into the contract. |
| (5) This section shall not prejudice the rights of any other party as against the defaulter referred to in subsection (1) in respect of a contract mentioned in that subsection. |
| (6) If any action or proceedings shall be commenced by any other party against the defaulter referred to in subsection (1) to enforce the rights of a party in respect of that contract, this section shall not preclude the defaulter from enforcing in that action or proceedings, by way of counter-claim, set-off or otherwise, such rights as he may have against that party in respect of that contract. |
| (7) Without prejudice to the powers of the court to grant the relief referred to in subsection (3), if any proceedings to enforce any contract is commenced by a defaulter referred to in subsection (1) in a District or Magistrate’s Court, the District or Magistrate’s Court may, as regards that contract, grant relief under this section. |
| (8) In this section, “court” means the High Court or a Judge thereof. [17 |
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