PART 2 | 7. This Part does not apply to Part 7. |
| Administration of Act and appointment of Registrar of VCCs, etc. |
8.—(1) ACRA is responsible for the administration of this Act other than Part 7, subject to the general or special directions of the Minister.(2) The Minister may, after consulting ACRA —| (a) | appoint an officer of ACRA as the Registrar of VCCs; and | | (b) | appoint from among the officers of ACRA, public officers and the officers of any other statutory body, such number of Deputy Registrars and Assistant Registrars of VCCs as the Minister considers necessary, |
| for the proper administration of this Act. |
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| (3) ACRA 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 is to give effect to the directions. |
| (4) Subject to the general direction and control of the Registrar and to such restrictions and limitations as may be prescribed by regulations made under section 165, anything which the Registrar is authorised or required to do or sign under this Act may be done or signed by a Deputy or an Assistant Registrar and is as valid and effectual as if done or signed by the Registrar. |
| (5) A person dealing with a Deputy or an Assistant Registrar need not inquire whether any restrictions or limitations have been prescribed, and every act or omission of a Deputy or an Assistant Registrar so far as it affects that person is as valid and effectual as if done or omitted by the Registrar. |
| (6) A court, judge or person acting judicially must take judicial notice of the seal and signature of the Registrar or of a Deputy or an Assistant Registrar. |
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9.—(1) Subject to this Act, the Registrar must keep such registers as the Registrar considers necessary and in such form as the Registrar thinks fit.(2) Any person may, on payment of the prescribed fee —| (a) | inspect any document (other than a return or a copy of the constitution of a VCC) filed or lodged with the Registrar, including a microfilm of such document; | | (b) | require a copy of the notice of incorporation of a VCC, any certificate issued under this Act, or any document or extract from any document kept by the Registrar (other than a return or a copy of the constitution of a VCC), to be given or certified by the Registrar; or | | (c) | inspect any register of directors, managers, secretaries or auditors, or require a copy of or an extract from any such register. |
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| (3) Despite subsection (2)(b), a certificate of confirmation of incorporation of a VCC mentioned in section 16(7) may only be issued to the VCC upon an application made in accordance with that provision. |
(4) Despite subsection (2)(a) and (c), a director, manager, secretary, auditor or member of a VCC or a custodian of a non‑umbrella VCC or a sub-fund may, without charge —| (a) | inspect the register of directors, managers, secretaries or auditors of that VCC; or | | (b) | obtain from the Registrar a copy of or an extract from such a register. |
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| (5) 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 an extract by the Registrar is, in any proceedings, admissible in evidence as of equal validity with the original document. |
(6) 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 on 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, |
| is prima facie evidence of the matters specified in the certificate. |
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(7) If the Registrar is of the opinion that any document submitted to the Registrar —| (a) | contains any matter contrary to any 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, |
| the Registrar may refuse to register or receive the document, and may request that the document be appropriately amended or completed and resubmitted, or that a fresh document be submitted in its place. |
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(8) 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. |
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| (9) In subsection (5), “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. |
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| Electronic transaction system |
10.—(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. |
| (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 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. |
| (3) The Registrar must keep a record whenever the electronic transaction system or the registers are altered under subsection (2). |
(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, providing or sending of any document to the Registrar; | | (b) | the making of any application, submission or request to the Registrar; | | (c) | the provision of any undertaking or declaration to the Registrar; or | | (d) | the extraction, retrieval or accessing of any document, record or information maintained by the Registrar. |
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| Rectification of registers |
| 11. Subject to section 5, sections 12B, 12C and 12D of the Companies Act 1967 apply in relation to a register kept by the Registrar as they apply in relation to a register kept by the Registrar of Companies under that Act. |
| Enforcement of duty to make returns |
12.—(1) This section applies if a VCC or any person —| (a) | having failed to comply with any provision of this Act or of any other law which requires any return, account, notice or other document to be filed or lodged with, or submitted to, the Registrar or the Official Receiver; | | (b) | having failed to comply with any request of the Registrar or the Official Receiver to amend or complete and resubmit any document or to submit a fresh document; or | | (c) | having failed to comply with the Registrar’s request under section 12D(7) of the Companies Act 1967 (as applied by section 11) to take such steps within such time as the Registrar may specify to ensure that any error or defect in any particulars or document in a register is rectified, |
| fails to make good the failure within 14 days after service of the notice of the Registrar or the Official Receiver on the VCC or the person requiring compliance with the provision or request. |
| (2) The Court may, on an application by any member or creditor of the VCC or by the Registrar or the Official Receiver, make an order directing the VCC, any officer of the VCC, or such person to make good the failure within the time specified in the order. |
| (3) Such order may provide that all costs of and incidental to the application are to be borne by the VCC or by any officer of the VCC responsible for the failure, or by the person mentioned in subsection (2). |
| (4) Nothing in this section limits the operation of any written law imposing penalties on a VCC or its officers or such person in respect of the failure. |
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| Relodgment of lost registered documents, and size, durability and legibility of documents lodged with Registrar |
| 13. Subject to section 5, sections 14 and 15 of the Companies Act 1967 apply in relation to documents filed or lodged with, or delivered, sent, forwarded, produced or given to, the Registrar under this Act as they apply in relation to documents filed or lodged with, or delivered, sent, forwarded, produced or given to, the Registrar of Companies under the Companies Act 1967. |
14.—(1) Subject to section 5 and subsection (2), section 10 of the Companies Act 1967 applies in relation to a VCC as it applies in relation to a company.| (2) A reference in section 10(2) of the Companies Act 1967 to a report required to be prepared by an auditor of a company under that Act is to a report required to be prepared by an auditor of a VCC under this Act (including under a provision of the Companies Act 1967 applied by this Act). |
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