PART 2 | ADMINISTRATION OF THIS ACT |
| Administration of Act and appointment of Registrar of Companies, etc. |
8.—(1) The Authority is responsible for the administration of this Act, subject to the general or special directions of the Minister.(1A) The Minister may, after consultation with the Authority —| (a) | appoint an officer of the Authority to be the Registrar of Companies; and | | (b) | from among the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Companies as the Minister considers necessary, |
| for the proper administration of this Act. |
|
| (1B) The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of the Registrar’s powers, functions or duties under this Act, and the Registrar must give effect to such directions. |
| (2) Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed, anything by this Act appointed or authorised or required to be done or signed by the Registrar may be done or signed by any such Deputy or Assistant Registrar and is as valid and effectual as if done or signed by the Registrar. |
| (3) No person dealing with any Deputy or Assistant Registrar needs to be concerned to see or inquire whether any restrictions or limitations have been prescribed, and every act or omission of a Deputy or Assistant Registrar so far as it affects any such person is as valid and effectual as if done or omitted by the Registrar. |
| Certain signatures to be judicially noticed |
| (4) All courts, judges and persons acting judicially are to take judicial notice of the seal and signature of the Registrar and of any Deputy or Assistant Registrar. |
| (5) [Deleted by Act 36 of 2014] |
| (6) [Deleted by Act 36 of 2014] |
| (6A) [Deleted by Act 36 of 2014] |
(7) The Minister may, by notification in the Gazette, add to, vary or amend —| (a) | the Twelfth Schedule in relation to the contents of the directors’ statement which is required to accompany the financial statements under section 201(16); | | (b) | the Thirteenth Schedule in relation to the criteria for determining whether a company is a small company for the purposes of section 205C; | | (c) | the Fourteenth Schedule in relation to the list of companies to which Part 11A does not apply; | | (d) | the Fifteenth Schedule in relation to the list of foreign companies registered under Division 2 of Part 11 to which Part 11A does not apply; and | | (e) | the Sixteenth Schedule in relation to the meanings of “significant control” and “significant interest”. [36/2014; 15/2017] |
|
|
| Inspection of books of corporation |
8A.—(1) Where the Minister is satisfied that there is good reason for so doing, the Minister may at any time —| (a) | give directions to a corporation requiring that corporation at such place and time as may be specified in the directions to produce such books relating to the affairs of a corporation as may be so specified; or | | (b) | authorise any person (called in this section and section 8B an authorised person), on producing (if required to do so) evidence of his or her authority, to require that corporation to produce to him or her any books relating to the affairs of a corporation which the authorised person may specify. |
| (2) Where by virtue of subsection (1) the Minister or an authorised person has power to require the production of any books from a corporation relating to the affairs of a corporation, the Minister or that authorised person has the like power to require production of those books from any person who appears to the Minister or authorised person to be in possession of them; but where any such person claims a lien on any books produced by the person, the production is without prejudice to the lien. |
(3) Any power conferred by this section to require a corporation or other person to produce books relating to the affairs of a corporation includes power —| (a) | if the books are produced —| (i) | to make copies of, or take extracts from, them; and | | (ii) | to require that person who is a present or past officer of, or who is or was at any time employed by the corporation to provide an explanation of any of them; and |
| | (b) | if the books are not produced, to require the person required to produce them to state, to the best of the person’s knowledge and belief, where they are. |
|
| (4) A statement made by a person in compliance with a requirement imposed by this section may be used in evidence against the person. |
| (5) A power conferred by this section to make a requirement of a person extends, if the person is a body corporate (including a body corporate that is in the course of being wound up) or was a body corporate (being a body corporate that has been dissolved) to making that requirement of any person who is or has been an officer of the body corporate. |
| (6) If a requirement to produce books relating to the affairs of a corporation or provide an explanation or make a statement which is imposed by virtue of this section is not complied with, the corporation or other person on whom the requirement was imposed shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both. |
| (7) Where a person is charged with an offence under subsection (6) in respect of a requirement to produce any books relating to the affairs of a corporation, it is a defence to prove that they were not in the person’s possession or under the person’s control or that it was not reasonably practicable for the person to comply with the requirement. |
| (8) A person, who in purported compliance with a requirement imposed by this section, provides an explanation or statement which the person knows to be false or misleading in a material particular or recklessly provides or makes an explanation or a statement which is false or misleading in a material particular, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 or to imprisonment for a term not exceeding 2 years or to both. |
|
| Power of Magistrate to issue warrant to seize books |
8B.—(1) If a Magistrate is satisfied, on information on oath or affirmation laid by an authorised person, that there are reasonable grounds for suspecting that there are on any premises any books of which production has been required by virtue of section 8A and which have not been produced in compliance with that requirement, the Magistrate may issue a warrant authorising any police officer, together with any other persons named in the warrant, to enter the premises specified in the information (using such force as is reasonably necessary for the purpose) and to search the premises and take possession of any books appearing to be such books or papers as are referred to in this subsection, or to take, in relation to any books so appearing, any other steps which may appear necessary for preserving them and preventing interference with them and to deliver any books, possession of which is so taken, to an authorised person.| (2) Every warrant issued under this section continues in force until the end of the period of one month after the date on which it was issued. |
| (3) Where under this section a person takes possession of, or secures against interference, any books, and a person has a lien on the books, the taking of possession of the books or the securing of the books against interference does not prejudice the lien. |
(4) Where, under this section, a person takes possession of, or secures against interference, any books, that person or any authorised person to whose possession the books were delivered —| (a) | may make copies of, or take extracts from, the books; | | (b) | may require any person who was party to the compilation of the books to make a statement providing any explanation that that person is able to provide as to any matter relating to the compilation of the books or as to any matter to which the books relate; | | (c) | may retain possession of the books for such period as is necessary to enable the books to be inspected, and copies of, or extracts from, the books to be made or taken, by or on behalf of the Minister; and | | (d) | during that period must permit a person who would be entitled to inspect any one or more of those books if they were not in the possession of the firstmentioned person to inspect at all reasonable times such of those books as that person would be so entitled to inspect. |
|
| (5) A person who obstructs the exercise of a right of entry or search conferred by virtue of a warrant issued under this section, or who obstructs the exercise of a right so conferred to take possession of any books, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $2,000 or to imprisonment for a term not exceeding 6 months or to both. |
| (6) The powers conferred by this section are in addition to, and not in derogation of, any other power conferred by law. |
|
| Copies of or extracts from books to be admitted in evidence |
8C.—(1) Subject to this section, in any legal proceedings, whether proceedings under this Act or otherwise, a copy of or extract from a book relating to the affairs of a corporation is admissible in evidence as if it were the original book or the relevant part of the original book.| (2) A copy of or extract from a book is not admissible in evidence under subsection (1) unless it is proved that the copy or extract is a true copy of the book or of the relevant part of the book. |
| (3) For the purposes of subsection (2), evidence that a copy of or extract from a book is a true copy of the book or of a part of the book may be given by a person who has compared the copy or extract with the book or the relevant part of the book and may be given either orally or by an affidavit sworn, or by a declaration made, before a person authorised to take affidavits or statutory declarations. |
|
| Destruction, mutilation, etc., of company documents |
8D.—(1) An officer of a corporation to which section 8A(1) applies, who destroys, mutilates or falsifies, or is privy to the destruction, mutilation or falsification of a document affecting or relating to the property or affairs of the corporation, or makes or is privy to the making of a false entry in such a document, shall, unless the officer proves that he or she had no intention to conceal the affairs of the corporation or to defeat the law, be guilty of an offence.| (2) A person to whom subsection (1) applies who fraudulently either parts with, alters or makes an omission in any such document, or who is privy to fraudulent parting with, fraudulent altering or fraudulent making of an omission in, any such document, shall be guilty of an offence. |
| (3) A person guilty of an offence under this section 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. |
(4) In this section, “officer of a corporation” includes a person who —| (a) | was at any time an officer of the corporation; or | | (b) | has, or had, a financial or other interest in the affairs of the corporation. |
|
|
| Saving for advocates and solicitors |
| 8E. Nothing in sections 8A and 8B compels the production by an advocate and solicitor of a document containing a privileged communication made by or to him or her in that capacity or authorises the taking of possession of any such document which is in his or her possession but if the advocate and solicitor refuses to produce the document he or she is nevertheless obliged to give the name and address (if he or she knows them) of the person to whom or by or on behalf of whom the communication was made. |
| Investigation of certain matters |
| 8F. Without limiting the powers conferred upon the Minister under section 8A, where the Minister has reason to suspect that a person has committed an offence under this Act, the Minister may make such investigation as he or she thinks expedient for the due administration of this Act. |
| Saving for banks, insurance companies and certain financial institutions |
| 8G. Nothing in section 8A authorises the Minister to call for the production of books of a banking corporation or of any company carrying on insurance business or of any financial institution that is subject to control by the Monetary Authority of Singapore under sections 3 and 4 of the Financial Services and Markets Act 2022 and nothing in section 8F authorises the Minister to conduct an investigation into any such corporation, company or financial institution. [Act 18 of 2022 wef 28/04/2023] |
8H.—(1) No information or document relating to the affairs of a corporation which has been obtained under section 8A or 8B may, without the previous consent in writing of that corporation, be published or disclosed, except to the Minister, the Registrar of Companies and their officers or to an inspector appointed under Part 9, unless the publication or disclosure is required —| (a) | with a view to the institution of or otherwise for the purposes of, any criminal proceedings pursuant to, or arising out of this Act or any criminal proceedings for an offence entailing misconduct in connection with the management of the corporation’s affairs or misapplication or wrongful retention of its property; | | (b) | for the purpose of complying with any requirement or exercising any power imposed or conferred by this Act in connection with reports made by inspectors appointed under Part 9; | | (c) | with a view to the institution by the Minister of proceedings for the winding up of companies under this Act of the corporation; or | | (d) | for the purpose of proceedings under section 8A or 8B. |
| (2) A person who publishes or discloses any information or document in contravention of this section 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. |
|
| 9. [Repealed by Act 40 of 2018] |
10.—(1) No person other than an accounting entity may —| (a) | knowingly consent to be appointed as auditor for a company; or | | (b) | knowingly act as an auditor for a company. [36/2014] |
| (2) Without limiting subsection (1)(b), a person acts as an auditor for a company if the person prepares any report required by this Act to be prepared by an auditor of the company. [36/2014] |
| (3) No company or person may appoint an accounting entity as an auditor of a company without obtaining the accounting entity’s prior consent. [36/2014] |
(4) For the purposes of subsection (3), the consent —| (a) | of a public accountant must be in writing signed by the public accountant; | | (b) | of an accounting firm, or an accounting limited liability partnership, must be in writing signed by at least one partner of the firm or limited liability partnership; and | | (c) | of an accounting corporation must be in writing signed by at least one director of the corporation. [36/2014] |
|
| (5) Where an accounting firm is appointed as auditor of the company in the name of the accounting firm, the appointment takes effect and operates as if the partners of the firm at the time of the appointment, who are public accountants at that time, are appointed as auditors of the company. [36/2014] |
(6) Where an accounting corporation is appointed as auditor of the company in the name of the corporation, the appointment takes effect and operates as if —| (a) | the directors of the corporation who are practising as public accountants in the corporation (whether directors at the time the accounting corporation was appointed as auditor or later); and | | (b) | the employees of the corporation who are practising as public accountants in the corporation (whether employed at the time the accounting corporation was appointed as auditor or later), |
| are appointed as auditors of the company. |
[36/2014] |
|
| 11. [Repealed by Act 40 of 2018] |
12.—(1) The Registrar is, subject to this Act, to keep such registers as the Registrar considers necessary in such form as he or she thinks fit.(2) Any person may, on payment of the prescribed fee —| (a) | inspect any document, or if there is a microfilm of any such document, that microfilm, filed or lodged with the Registrar; | | (b) | subject to subsection (2AA), require a copy of the notice of incorporation of a company, any certificate issued under this Act, any document or extract from any document kept by the Registrar to be given or certified by the Registrar; | | (c) | inspect any register of directors, chief executive officers, secretaries or auditors kept by the Registrar under section 173(1) or require a copy of or an extract from any such register; or | | (d) | inspect the register of members of any private company kept by the Registrar under section 196A or require a copy of or an extract from any such register. [36/2014] |
|
| (2AA) A certificate of confirmation of incorporation mentioned in section 17(9) or 19(7) may only be issued to the company upon an application made in accordance with those provisions. [36/2014] |
| (2AB) Subsection (2)(a) and (b) does not apply to any document prescribed as an excluded document for the purposes of this subsection. [Act 21 of 2024 wef 09/12/2024] |
(2AC) Where a document is submitted on or after the date of commencement of section 28 of the ACRA (Registry and Regulatory Enhancements) Act 2024 using a form on the electronic transaction system, the references to the document in subsection (2)(a) and (b) exclude the following entries in the form:| (a) | a means of notification provided by a person for the purposes of section 28A(1)(b) of the Accounting and Corporate Regulatory Authority Act 2004; | | (b) | an individual’s date of birth obtained under this Act or section 28(1A) of the Accounting and Corporate Regulatory Authority Act 2004; | | (c) | any other prescribed information. [Act 21 of 2024 wef 09/12/2024] |
|
(2A) Subsection (2)(a), (b) and (d) does not apply to such exempt private company that is wholly owned by the Government as the Minister may, by notification in the Gazette, specify where the Minister considers that it would not be in the public interest for —| (a) | any document relating to any such company maintained by the Registrar in whatever form to be inspected by any member of the public; and | | (b) | any certificate or copy of or extract from any document relating to any such company to be given or certified to any member of the public. [36/2014] |
|
| (2B) Despite the cancellation of any notification mentioned in subsection (2A) in respect of a company, subsection (2)(a), (b) and (d) does not apply to any document or certificate relating to that company that is filed or lodged with the Registrar, or issued under the Act, before the date of such cancellation, whether or not that company remains an exempt private company wholly owned by the Government, and whether or not it has been wound up. [36/2014] |
(2C) Despite subsection (2), a director, chief executive officer, secretary, auditor or member of a company may, without charge —| (a) | inspect the register of directors, register of chief executive officers, register of secretaries and register of auditors of that company kept by the Registrar under section 173(1); or | | (b) | obtain from the Registrar a copy of or an extract from the register of directors, register of chief executive officers, register of secretaries and register of auditors of that company kept by the Registrar under section 173(1). [36/2014] |
|
(2D) Despite subsection (2), a director, chief executive officer, secretary, auditor or member of a private company may, without charge —| (a) | inspect the register of members of that company kept by the Registrar under section 196A; or | | (b) | obtain from the Registrar a copy of or an extract from the register of members of that company kept by the Registrar under section 196A. [36/2014] |
|
| Evidentiary value of copies certified by Registrar |
| (3) A copy of or an extract from any document (including a copy produced by way of microfilm) filed or lodged with the Registrar using a non‑electronic medium that is certified to be a true copy or extract by the Registrar is in any proceedings admissible in evidence as of equal validity with the original document. [36/2014] |
| Evidence of statutory requirements |
(4) In any legal proceedings, a certificate issued by the Registrar that a requirement of this Act specified in the certificate —| (a) | had or had not been complied with at a date or within a period specified in the certificate; or | | (b) | had been complied with upon a date specified in the certificate but not before that date, |
| shall be received as prima facie evidence of the matters specified in the certificate. |
[36/2014] |
| Registrar may refuse to register or receive document |
(5) If the Registrar is of the opinion that any document submitted to him or her —| (a) | contains any matter contrary to law; | | (b) | by reason of any omission or misdescription has not been duly completed; | | (c) | does not comply with the requirements of this Act; or | | (d) | contains any error, alteration or erasure, |
| he or she may refuse to register or receive the document and request that the document be appropriately amended or completed and resubmitted or that a fresh document be submitted in its place. |
|
| Destruction or transfer of old records |
(6) If the Registrar is of the opinion that it is no longer necessary or desirable to retain any document lodged, filed or registered with the Registrar and which has been microfilmed or converted to electronic form, the Registrar may —| (a) | destroy the document with the authorisation of the National Library Board under section 17 of the National Library Board Act 1995; or | | (b) | transfer the document to the National Archives of Singapore under section 16 of that Act. [36/2014] |
|
| (7) In subsection (3), “non‑electronic medium” means a medium other than the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004. [36/2014] |
|
| Electronic transaction system |
12A.—(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 mentioned in paragraph (a), |
| using the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004. |
[36/2014] | (2) If the Registrar is satisfied that a transaction should be treated as having been carried out at some date and time earlier than the date and time which is reflected in the electronic transaction system, the Registrar may cause the electronic transaction system and the registers kept by the Registrar to reflect such earlier date and time. [36/2014] |
| (3) The Registrar must keep a record whenever the electronic transaction system or the registers are altered under subsection (2). [36/2014] |
(4) In this section —| “document” includes any application, form, report, certification, notice, confirmation, declaration, return or other document (whether in electronic form or otherwise) filed or lodged with, or submitted to, the Registrar; |
“transaction”, in relation to the Registrar, means —| (a) | the filing or lodging of any document with the Registrar, or the submission, production, delivery, furnishing or sending of any document 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. [36/2014] |
|
|
|
| 12B.—(1) Where it appears to the Court, as a result of evidence adduced before it by an applicant company, that any particular recorded in a register is erroneous or defective, the Court may, by order, direct the Registrar to rectify the register on such terms and conditions as seem to the Court just and expedient, as are specified in the order and the Registrar must, upon receipt of the order, rectify the register accordingly. [36/2014; 40/2019] | (2) An order of the Court made under subsection (1) may require that a fresh document, showing the rectification, must be filed by the applicant company with the Registrar together with a copy of the Court order, and a copy of the Court application. |
|
| Rectification by Registrar on application |
12C.—(1) Despite section 12B, an officer of a company may notify the Registrar in the prescribed form of —| (a) | any error contained in any document relating to the company filed or lodged with the Registrar; or | | (b) | any error in the filing or lodgment of any document relating to the company with the Registrar. [36/2014] |
(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. |
[36/2014] |
| (3) In rectifying the register under subsection (2), the Registrar must not expunge any document from the register. [36/2014] |
| (4) The decision made by the Registrar on whether to rectify the register under subsection (2) is final. [36/2014] |
|
| Rectification or updating on Registrar’s initiative |
12D.—(1) The Registrar may rectify or update any particulars or document in a register kept by him or her, if the Registrar is satisfied that —| (a) | there is a defect or error in the particulars or document arising from any grammatical, typographical or similar mistake; [Act 21 of 2024 wef 09/12/2024] | | (aa) | the register is inaccurate in respect of the particulars or document, taking account of information given in, or in support of, a notice to the Registrar under section 173A(1) or 173E(1), (2) or (3); or [Act 21 of 2024 wef 09/12/2024] | | (b) | there is evidence of a conflict between the particulars of a company or person and —| (i) | other information in the register relating to that company or person; or | | (ii) | other information relating to that company or person obtained from such department or Ministry of the Government, or statutory body or other body corporate as may be prescribed, or the courts. [36/2014] [Act 21 of 2024 wef 09/12/2024] |
|
| (1A) Subsections (2) to (5) do not apply where the Registrar rectifies or updates the register under subsection (1)(aa). [Act 21 of 2024 wef 09/12/2024] |
(2) Before the Registrar rectifies or updates the register under subsection (1), the Registrar must, except under prescribed circumstances, give written notice to the company or person whose documents 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. [36/2014] |
|
| (3) The company or 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. [36/2014] |
| (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. [36/2014] |
| (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). [36/2014] |
| (6) The Registrar may include such notation as the Registrar thinks fit on the register for the purposes of providing information relating to any error, defect or inaccuracy in any particulars or document in the register, and may remove such notation if the Registrar is satisfied that it no longer serves any useful purpose. [36/2014] [Act 21 of 2024 wef 09/12/2024] |
| (7) Despite anything in this section, the Registrar may, if the Registrar is satisfied that there is any error, defect or inaccuracy in any particulars or document in a register, by written notice, request that the company to which the particulars or document relate, or its officers take such steps within such time as the Registrar may specify to ensure that the error, defect or inaccuracy is rectified. [36/2014] [Act 21 of 2024 wef 09/12/2024] |
|
| Exclusion of residential address from public inspection or access if contact address is available |
12E.—(1) The Registrar must cause —| (a) | the residential address of a director, chief executive officer or secretary contained in the register of directors, register of chief executive officers or register of secretaries (as the case may be) kept by the Registrar under section 173(1) to be excluded from public inspection or access under section 12(2)(c); and | | (b) | the residential address of a member of a private company (who is an individual) contained in the electronic register of members kept by the Registrar under section 196A to be excluded from public inspection or access under section 12(2)(d). |
| (2) Where, pursuant to subsection (1) or (3), the residential address of a director, chief executive officer or secretary of a company or a member of a private company mentioned in subsection (1) (called in this section and section 12F the individual) is excluded from public inspection or access under section 12(2)(c) or (d) (as the case may be), the Registrar may cause the residential address to cease to be excluded from such public inspection or access in accordance with section 12F. |
(3) Where, pursuant to subsection (2), the individual’s residential address has ceased to be excluded from public inspection or access under section 12(2)(c) or (d) (as the case may be), the Registrar must cause the exclusion from public inspection or access to resume if —| (a) | subject to section 12F(8) and the equivalent provisions in other ACRA administered Acts, notice of a change in the individual’s contact address is lodged under any ACRA administered Act; or | | (b) | the Court so directs on an appeal under section 12F(7). |
|
(4) Where —| (a) | a document is filed or lodged with the Registrar under this Act by submitting a form on the electronic transaction system on or after the date of commencement of section 30 of the ACRA (Registry and Regulatory Enhancements) Act 2024; and | | (b) | an individual’s residential address is entered in that form, |
| the Registrar must cause the individual’s residential address to be excluded from public inspection or access in respect of that document under section 12(2)(a) or (b). |
[Act 21 of 2024 wef 09/12/2024] |
|
| Cessation of exclusion of residential address from public inspection or access |
12F.—(1) For the purposes of section 12E(2), the grounds for causing the individual’s residential address to cease to be excluded from public inspection or access under section 12(2)(c) or (d) (as the case may be) are either that —| (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 his or her contact 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 individual’s contact address is not effective to bring it to the notice of the individual. |
(2) Before causing the individual’s residential address to cease to be excluded from public inspection or access pursuant to section 12E(2), the Registrar must give a notice under subsection (3) to —| (a) | the individual; | | (b) | every company of which the Registrar has been notified under this Act that the individual is a director, chief executive officer or secretary; and | | (c) | every private company of which the Registrar has been notified under this Act that the individual is a member. |
|
(3) The notice mentioned in subsection (2) must —| (a) | state the grounds under subsection (1) on which the Registrar intends to cease the exclusion of the individual’s residential address; and | | (b) | specify the period within which representations may be made to the Registrar. |
|
| (4) The Registrar must consider the representations (if any) given in response to the notice mentioned in subsection (2) and received within the period specified by the Registrar under subsection (3)(b). |
(5) If the Registrar decides to cause the individual’s residential address to cease being excluded from public inspection or access, the Registrar must before doing so give notice of the decision to —| (a) | the individual; and | | (b) | every company mentioned in subsection (2)(b) and (c). |
|
| (6) A notice to the individual under subsection (2) or (5) must be sent to the individual’s 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. |
| (7) Any individual aggrieved by the decision of the Registrar under section 12E(2) may, within 30 days after the date of receiving the notice under subsection (5), appeal to the Court which may confirm or reverse the Registrar’s decision and make any directions in the matter. |
| (8) The individual is not allowed to provide a contact address within 3 years after the Registrar causes the individual’s residential address to cease to be excluded from public inspection or access under section 12(2)(c) or (d) pursuant to section 12E(2), unless the Registrar is satisfied that there is good cause for allowing the individual to do so in a particular case. |
| (9) Subject to subsection (8), where an individual provides a new contact address under any ACRA administered Act, the Registrar must replace the individual’s contact address contained in each register kept by the Registrar under section 12(1) with the new contact address. [Act 21 of 2024 wef 09/12/2024] |
|
| Enforcement of duty to make returns |
13.—(1) If a corporation or person, having made default in complying with —| (a) | any provision of this Act or of any other law (other than the Insolvency, Restructuring and Dissolution Act 2018) which requires the filing or lodging in any manner with the Registrar of any return, account or other document or the giving of notice to the Registrar of any matter; | | (b) | any request of the Registrar to amend or complete and resubmit any document or to submit a fresh document; or | | (c) | any request of the Registrar under section 12D(7) to rectify any error, defect or inaccuracy in any particulars or document in the register, |
| fails to make good the default within 14 days after the service on the corporation or person of a notice requiring it to be done, the Court may, on an application by any member or creditor of the corporation or by the Registrar, make an order directing the corporation and any officer of the corporation or such person to make good the default within such time as is specified in the order. |
[36/2014; 40/2018] [Act 21 of 2024 wef 09/12/2024] | (2) Any such order may provide that all costs of and incidental to the application must be borne by the corporation or by any officer of the corporation responsible for the default or by such person. |
| (3) Nothing in this section limits the operation of any written law imposing penalties on a corporation or its officers or such person in respect of any such default. |
|
| Relodging of lost registered documents |
| 14.—(1) If in the case of any corporation incorporated or registered under this Act or any corresponding previous written law the constitution or any other document relating to the corporation filed or lodged with the Registrar has been lost or destroyed, the corporation may apply to the Registrar for permission to lodge a copy of the document as originally filed or lodged. [36/2014] [Act 25 of 2021 wef 01/04/2022] | (2) On such application being made the Registrar may direct notice thereof to be given to such persons and in such manner as the Registrar thinks fit. |
(3) The Registrar upon being satisfied —| (a) | that the original document has been lost or destroyed; | | (b) | of the date of the filing or lodging thereof with the Registrar; and | | (c) | that a copy of such document produced to the Registrar is a correct copy, |
| may certify upon that copy that the Registrar is so satisfied and direct that that copy be lodged in the manner required by law in respect of the original. |
|
| (4) Upon the lodgment, that copy for all purposes has, from such date as is mentioned in the certificate as the date of the filing or lodging of the original with the Registrar, the same force and effect as the original. |
| (5) The Court may, by order upon application by any person aggrieved and after notice to any other person whom the Court directs, confirm, vary or rescind the certificate and the order may be lodged with the Registrar and must be registered by the Registrar, but no payments, contracts, dealings, acts and things made, had or done in good faith before the registration of such order and upon the faith of and in reliance upon the certificate are invalidated or affected by such variation or rescission. |
| (6) No fee is payable upon the lodging of a document under this section. |
|
| Size, durability and legibility of documents delivered to Registrar |
15.—(1) For the purposes of securing that the documents delivered to the Registrar under the provisions of this Act are of a standard size, durable and easily legible, the Minister may by regulations prescribe such requirements (whether as to size, weight, quality or colour of paper, size, type or colour of lettering, or otherwise) as the Minister may consider appropriate; and different requirements may be so prescribed for different documents or classes of documents.| (2) If under any such provision there is delivered to the Registrar a document (whether an original document or a copy) which in the opinion of the Registrar does not comply with such requirements prescribed under this section as are applicable to it, the Registrar may serve on any person by whom under that provision the document was required to be delivered (or, if there are 2 or more such persons, may serve on any of them) a notice stating the Registrar’s opinion to that effect and indicating the requirements so prescribed with which in the Registrar’s opinion the document does not comply. |
(3) Where the Registrar serves a notice under subsection (2) with respect to a document delivered under any such provision, then, for the purposes of any written law which enables a penalty to be imposed in respect of any omission to deliver to the Registrar a document required to be delivered under that provision (and, in particular, for the purposes of any such law whereby such a penalty may be imposed by reference to each day during which the omission continues) —| (a) | any duty imposed by that provision to deliver such a document to the Registrar is to be treated as not having been discharged by the delivery of that document; but | | (b) | no account is to be taken of any days falling within the period mentioned in subsection (4). |
|
| (4) The period referred to in subsection (3)(b) is the period beginning on the day on which the document was delivered to the Registrar as mentioned in subsection (2) and ending on the 14th day after the date of service of the notice under subsection (2) by virtue of which subsection (3) applies. |
| (5) In this section, any reference to delivering a document is to be construed as including a reference to sending, forwarding, producing or (in the case of a notice) giving it. |
|
| 16. [Repealed by Act 36 of 2014] |
| 16A. [Repealed by Act 36 of 2014] |
|
