90. Section 173 of the Companies Act is repealed and the following sections substituted therefor in Division 2 of Part V:“Registers of directors, chief executive officers, secretaries and auditors |
173.—(1) The Registrar shall, in respect of each company, keep a register of the company’s —(a) | directors; | (b) | chief executive officers; | (c) | secretaries; and | (d) | auditors (if any). |
(2) The register under subsection (1) shall be kept in such form as the Registrar may determine. |
(3) Subject to subsection (4), the register of a company’s directors shall contain the following information in respect of each director of the company:(a) | full name and any former name; | (b) | residential address or, at the director’s option, alternate address; | (c) | nationality; | (d) | identification; | (e) | date of appointment; and | (f) | date of cessation of appointment. |
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(4) The Registrar shall only keep any former name of a director in the register of the company for a period of 5 years from the date on which the name was furnished to the Registrar. |
(5) The register of a company’s chief executive officers shall contain the following information in respect of each chief executive officer of the company:(a) | full name; | (b) | residential address or, at the chief executive officer’s option, alternate address; | (c) | nationality; | (d) | identification; | (e) | date of appointment; and | (f) | date of cessation of appointment. |
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(6) The register of a company’s secretaries shall contain the following information in respect of each secretary of the company:(a) | full name; | (b) | residential address or, at the secretary’s option, alternate address; | (c) | identification; | (d) | date of appointment; and | (e) | date of cessation of appointment. |
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(7) The register of a company’s auditors shall contain the following information in respect of each auditor of the company:(a) | full name; | (b) | an address at which the auditors may be contacted; | (c) | identification, if any; | (d) | date of appointment; and | (e) | date of cessation of appointment. |
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(8) An entry in the register of directors, register of chief executive officers, register of secretaries and register of auditors required to be kept by the Registrar under this section, is prima facie evidence of the truth of any matters which are by this Act directed or authorised to be entered or inserted in the respective register. |
(9) A certificate of the Registrar setting out any of the particulars required to be entered or inserted in the register of directors, register of chief executive officers, register of secretaries or register of auditors required to be kept by the Registrar under this section shall in all courts and before all persons and bodies authorised by law to receive evidence be received as prima facie evidence of the entry of such particulars in the respective register. |
(10) A certificate of the Registrar stating that, at the time specified in the certificate, a person was named as director, chief executive officer, secretary or auditor of the company in the register of directors, register of chief executive officers, register of secretaries or register of auditors, as the case may be, shall in all courts and before all persons and bodies authorised by law be received as prima facie evidence of the fact, until by a notification of change given to the Registrar it appears that he has ceased to be or becomes disqualified to act as such a director, chief executive officer, secretary or auditor, as the case may be. |
(11) For the purposes of this section —(a) | a person’s name and identification —(i) | in the case of a person registered under the National Registration Act (Cap. 201), means the name and identification as they appear in the latest identity card issued to that person under section 7 of that Act; or | (ii) | in the case of a person not registered under the National Registration Act, means the name and identification as they appear in the latest passport issued to that person or such other similar evidence of identification as is available; |
| (b) | a director includes an alternate, a substitute or a local director. |
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(12) For the purposes of this section, only one alternate address may be provided at any one time. |
(13) An alternate address of an individual must comply 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 residential address of the individual; and | (d) | it is located in the same jurisdiction as the individual’s residential address. |
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(14) Any document required to be served under this Act on any person who is a director, chief executive officer or secretary shall be sufficiently served if addressed to the person and left at or sent by post to his residential address or alternate address, as the case may be, which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under this section. |
(15) Any document required to be served under this Act on a person who is for the time being an auditor of a company shall be sufficiently served if addressed to the person and left at or sent by post to the address which is entered in the register of auditors kept by the Registrar under this section. |
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Duty of company to provide information on directors, chief executive officers, secretaries and auditors |
173A.—(1) A company shall by notice furnish to the Registrar —(a) | within 14 days after a person becomes a director, chief executive officer, secretary or auditor, the information required under section 173(3), (5), (6) or (7), as the case may be; and | (b) | within 14 days after any change in —(i) | the appointment of any director, chief executive officer, secretary or auditor; or | (ii) | any information required to be contained in the registers of directors, chief executive officers, secretaries and auditors referred to in section 173(3), (5), (6) or (7). |
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(2) A prescribed fee is payable for the provision of an alternate address in prescribed circumstances for the purposes of the register of directors, register of chief executive officers or register of secretaries (as the case may be) under section 173. |
(3) The information to be furnished to the Registrar under subsection (1) shall be given in a notice in such form as may be prescribed or, if not prescribed, in such form as the Registrar may determine. |
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Duty of directors, chief executive officers, secretaries and auditors to provide information to company |
173B.—(1) A director, a chief executive officer, a secretary or an auditor, as the case may be, shall give the company —(a) | any information the company needs to comply with section 173A(1)(a) as soon as practicable but not later than 14 days after his initial appointment unless he has previously given the information to the company in writing; and | (b) | any information the company needs to comply with section 173A(1)(b) as soon as practicable but not later than 14 days after any change to the information referred to in section 173(3), (5), (6) and (7). |
(2) Notwithstanding subsection (1), a director, a chief executive officer, a secretary or an auditor, as the case may be, shall, subject to subsection (3), provide any information referred to in section 173(3), (5), (6) or (7) for the purpose of enabling the company to confirm its record of such information or reinstate its record of the information where the original record of the information has been destroyed or lost. |
(3) The director, chief executive officer, secretary or auditor, as the case may be, referred to in subsection (2) shall furnish the information to the company as soon as practicable but not later than 14 days after receipt of a written request for such information from the company. |
(4) A director, chief executive officer or secretary who wishes to —(a) | substitute his residential address, as stated in the register of directors, register of chief executive officers or register of secretaries, with an alternate address; or | (b) | substitute his alternate address, as stated in the register of directors, register of chief executive officers or register of secretaries, with his residential address or with a different alternate address, |
must inform the company which will treat the change as a change of particulars under section 173A(1)(b)(ii). |
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Duty of company to keep consents of directors and secretaries |
173C. Every company shall keep at its registered office —(a) | in respect of each director —(i) | a signed copy of his consent to act as director; | (ii) | a statement that he is not disqualified to act as director under this Act or under any other written law; and | (iii) | documentary evidence (if any) of any change in his name; and |
| (b) | in respect of a secretary, a signed copy of his consent to act as secretary. |
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Savings and transitional provisions for existing particulars of directors, chief executive officers, secretaries and auditors |
173D.—(1) In the case of a company incorporated before the date of commencement of section 90 of the Companies (Amendment) Act 2014 (referred to in this section as the appointed day) the name and particulars of the persons who were lodged with the Registrar as a director, a secretary or an auditor of the company under section 173 in force immediately before the appointed day, shall be entered in the company’s register of directors, register of secretaries or register of auditors, whichever may be applicable, referred to in section 173, until a notification of any change to the information referred to in section 173(3), (6) or (7) is received by the Registrar under section 173A(1)(b).(2) Where a company referred to in subsection (1) has lodged the name and particulars of one or more managers with the Registrar as a manager or managers, as the case may be, of the company under section 173 in force immediately before the appointed day, the name and particulars of the manager or managers, as the case may be, shall be entered in the company’s register of chief executive officers referred to in section 173, until a notification of any change in the information referred to in section 173(5) is received by the Registrar under section 173A(1)(b). |
(3) For the purposes of subsections (1) and (2) —(a) | the address lodged with the Registrar in respect of any director or secretary under section 173 in force immediately before the appointed day shall be entered as his residential address; | (b) | the address lodged with the Registrar in respect of any manager under section 173 in force immediately before the appointed day shall be entered as his residential address in his capacity as chief executive officer of the company; and | (c) | the address lodged with the Registrar in respect of any auditor under section 173 in force immediately before the appointed day, shall be entered as his address. |
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Self‑notification in certain circumstances |
173E.—(1) A director who ceases to qualify to act as director by virtue of section 148 or 155 —(a) | shall, without prejudice to section 165(1)(c), notify the company of his disqualification as soon as practicable but not later than 14 days after the disqualification; and | (b) | may give the notice referred to in section 173A(1)(b) to the Registrar if he has reasonable cause to believe that the company will not do so. |
(2) A director who resigns from office and who has given notice of his resignation to the company, or a director who is removed or retires from office may give the notice referred to in section 173A(1)(b) to the Registrar if he has reasonable cause to believe that the company will not do so. |
(3) A secretary who resigns from office and who has given notice of his resignation to the company, or a secretary who is removed or retires from office may give the notice referred to in section 173A(1)(b) to the Registrar if he has reasonable cause to believe that the company will not do so. |
(4) A director, chief executive officer or secretary who has changed his residential address or alternate address, as the case may be, which is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173, or an auditor who has changed his address which is entered in the register of auditors kept by the Registrar under section 173 may give the notice referred to in section 173A(1)(b) to the Registrar if he has reasonable cause to believe that the company will not do so. |
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Amendment of register by Registrar |
173F.—(1) Where the Registrar has reasonable cause to believe that a director of a company —(a) | is no longer qualified to act as such by virtue of section 148 or 155; or | (b) | is dead, |
the Registrar may on his own initiative amend the register of directors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a director by virtue of that fact. |
(2) Where the Registrar has reasonable cause to believe that a chief executive officer of a company is dead, the Registrar may on his own initiative amend the register of chief executive officers of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a chief executive officer of the company by virtue of that fact. |
(3) Where the Registrar has reasonable cause to believe that a secretary of a company is dead, the Registrar may on his own initiative amend the register of secretaries of the company kept by the Registrar under section 173 to indicate that the person has ceased to be a secretary of the company by virtue of that fact. |
(4) Where the Registrar has reasonable cause to believe that the auditor of a company —(a) | has had its registration as an accounting entity suspended or removed; or | (b) | being an individual is dead, |
the Registrar may on his own initiative amend the register of auditors of the company kept by the Registrar under section 173 to indicate that the person has ceased to be an auditor of the company by virtue of that fact. |
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(5) Where the Registrar has reasonable cause to believe that he has made an amendment to the relevant register under subsection (1), (2), (3) or (4) under a mistaken belief that a director, a chief executive officer, a secretary or an auditor, as the case may be, of a company has ceased to be a director, a chief executive officer, a secretary or an auditor, as the case may be, of the company, the Registrar may on his own initiative amend the register of directors, register of chief executive officers, register of secretaries or register of auditors to restore the name of the person in such register. |
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Provision and use of residential address |
173G.—(1) Subject to this section, a director, a chief executive officer and a secretary of a company that is incorporated on or after the date of commencement of section 90 of the Companies (Amendment) Act 2014 is required to give notice to the Registrar of the following:(a) | at incorporation or within 14 days after the date of his appointment, as the case may be, his residential address, unless his residential address has already been entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173; | (b) | if there is any change to his residential address, the particulars of the change within 14 days after the change, unless such change has already been entered 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. |
(2) In the case of a company incorporated before the date of commencement of section 90 of the Companies (Amendment) Act 2014 —(a) | a director, chief executive officer and secretary of the company is required to give notice to the Registrar of the following:(i) | any change in his residential address that was lodged with the Registrar under section 173 in force immediately before that date within 14 days after the change, unless such change has already been entered 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; | (ii) | any subsequent change in his residential address within 14 days after the change, unless such change has already been entered 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; |
| (b) | if the address that is entered as the residential address of a chief executive officer or a secretary under section 173D(3)(a) or (b) is not the individual’s residential address, the chief executive officer or secretary, as the case may be, is required to give notice to the Registrar of the individual’s residential address within 14 days after the date of commencement of section 90 of the Companies (Amendment) Act 2014, unless the residential address has, pursuant to a notice by the company under section 173A(1)(b)(ii), already been entered in the register of chief executive officers or the register of secretaries, as the case may be, kept by the Registrar under section 173. |
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(3) Where a director, chief executive officer or secretary of a company has made a report of a change of his residential address under section 8 of the National Registration Act (Cap. 201), he shall be taken to have notified the Registrar of the change in compliance with subsection (1)(b) or (2), whichever subsection is applicable. |
(4) Notwithstanding section 12 or 12A, where on or after the date of commencement of section 90 of the Companies (Amendment) Act 2014, the residential address of a person is notified to the Registrar under subsection (1) or (2), or is transmitted to the Registrar by the Commissioner of National Registration under section 8A of the National Registration Act, the residential address of the individual is protected from disclosure and is not available for public inspection or access except as provided for under this section or where the individual’s residential address is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173. |
(5) Where —(a) | the alternate address of a director, chief executive officer or secretary is entered in the register of directors, register of chief executive officers or register of secretaries, as the case may be, that is kept by the Registrar under section 173(1)(a), (b) or (c), respectively; and | (b) | the circumstances set out in subsection (6) apply, |
the Registrar may enter the residential address of the director, chief executive officer or secretary in the respective register of directors, register of chief executive officers or register of secretaries, as the case may be. |
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(6) Subsection (5) applies where —(a) | communications sent by the Registrar under this Act, or by any officer of the Authority under any ACRA administered Act to the director, chief executive officer or secretary, as the case may be, at his 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 notice of the director, chief executive officer or secretary, as the case may be. |
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(7) Before proceeding under subsection (5), the Registrar shall give notice to the director, chief executive officer or secretary affected, and to every company of which the Registrar has been notified under this Act that the individual is a director, chief executive officer or secretary, as the case may be. |
(8) The notice referred to in subsection (7) shall —(a) | state the grounds on which it is proposed to enter the individual’s residential address in the register of directors, register of chief executive officers or register of secretaries, as the case may be; and | (b) | specify a period within which representations may be made before that is done. |
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(9) The Registrar shall take account of any representations received within the specified period. |
(10) Where the Registrar enters the residential address in the register of directors, register of chief executive officers or register of secretaries under subsection (5), the Registrar shall give notice of that fact to the director, chief executive officer or secretary affected, and to every company of which the Registrar has been notified under this Act that the individual is a director, chief executive officer or secretary, as the case may be. |
(11) A notice to a director, chief executive officer or secretary under subsection (7) or (10) shall be sent to the individual at his 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. |
(12) Where the Registrar enters an individual’s residential address in the register of directors, register of chief executive officers or register of secretaries under subsection (5), or a Registrar appointed under any other 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 (5) —(a) | the residential address ceases to be protected under subsection (4) from disclosure or from public inspection or access; and | (b) | the individual is not, for a period of 3 years after the date on which the residential address is entered in the register of directors, register of chief executive officers or register of secretaries, allowed to provide an alternate address under section 173B(1)(b) or 173E(4). |
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(13) Nothing in this section applies to any information lodged with the Registrar or deemed to be lodged before the date of commencement of section 90 of the Companies (Amendment) Act 2014 or prevents such information from being disclosed or from being available for public inspection or access. |
(14) Nothing in this section prevents the residential address of an individual that is notified to the Registrar under subsection (1) or (2), or is transmitted to the Registrar by the Commissioner of National Registration under section 8A of the National Registration Act 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) | disclosure in compliance with the requirement of any court or the provisions of any written law; | (d) | disclosure for the purpose of assisting any public officer or officer of any other statutory body in the investigation or prosecution of any offence under any written law; or | (e) | disclosure in such other circumstances as may be prescribed. |
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(15) Any individual aggrieved by the decision of the Registrar under subsection (5) may, within 30 days after the date of receiving the notice under subsection (10), appeal to the High Court which may confirm the decision or give such directions in the matter as seem proper or otherwise determine the matter. |
(16) In this section, “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act (Cap. 2A) and any of the written laws specified in the Second Schedule to that Act. |
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Penalty for breach under sections 173, 173A, 173B, 173C and 173G |
173H.—(1) If default is made by a company in section 173A(1) or 173C, the company and every officer of the company who is in default shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.(2) Subject to subsection (3) —(a) | a director, a chief executive officer, a secretary or an auditor who being bound to comply with a requirement under section 173B fails to do so; or | (b) | a director, a chief executive officer or a secretary who being bound to comply with a requirement under section 173G(1) or (2) fails to do so, |
shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty. |
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(3) A director, a chief executive officer or a secretary who has opted to provide the company with an alternate address instead of his residential address for the purpose of section 173(3)(b), (5)(b) or (6)(b), as the case may be, must ensure that the alternate address that he has provided is and continues to be an address at which he may be located, and if he fails to do so he 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. |
(4) For the purposes of subsection (3), a reference to the director, chief executive officer or secretary being located at an address means the director, chief executive officer or secretary may be physically found at the address after reasonable attempts have been made to contact the person at the address. |
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Transitional provisions for old registers of directors, managers, secretaries and auditors |
173I.—(1) A company shall continue to keep the following information for the periods set out in subsection (2):(a) | with respect to each person who is a director of the company immediately before the date of commencement of section 90 of the Companies (Amendment) Act 2014 (referred to in this section as the appointed day) —(i) | the signed copy of the person’s consent to act as a director referred to in section 173(2)(a) in force immediately before the appointed day; and | (ii) | documentary evidence (if any) of any change in the person’s name referred to in section 173(2)(c) in force immediately before the appointed day; and |
| (b) | with respect to each person who is a secretary of the company immediately before the appointed day, the signed copy of the person’s consent to act as a secretary referred to in section 173(4A) in force immediately before the appointed day. |
(2) The period referred to in subsection (1) commences on the appointed day and ceases on —(a) | in the case of subsection (1)(a), the date on which the person ceases to be a director of the company; or | (b) | in the case of subsection (1)(b), the date on which the person ceases to be a secretary of the company. |
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(3) Section 173(8) in force immediately before the appointed day shall continue to apply in respect of any information lodged with the Registrar under section 173 in force immediately before that day.”. |
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