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Business Registration (Amendment) Bill

Bill No. 17/2002

Read the first time on 23rd May 2002.

An Act to amend the Business Registration Act (Chapter 32 of the 2001 Revised Edition).

Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows:

Short title and commencement

1. This Act may be cited as the Business Registration (Amendment) Act 2002 and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint.

Amendment of section 2

2. Section 2(1) of the Business Registration Act (referred to in this Act as the principal Act) is amended —

(a)

by inserting, immediately after the definition of “corporation”, the following definition:

“ “document” means any application, form, report, certification, notice, confirmation, declaration or other document to be filed or lodged with or submitted to the Registrar or, as the case may be, any certificate, notice or other document to be issued by the Registrar;”; and

(b)

by inserting, immediately after the definition of “person responsible for the management of a business”, the following definition:

“ “prescribed person” means a person, or a person within a class of persons, prescribed by the Minister;”.

Amendment of section 5

3. Section 5 of the principal Act is amended —

(a)	by deleting the words “carrying on business in Singapore shall” in subsection (1) and substituting the words “shall, before carrying on business in Singapore,”; and
(b)	by deleting subsection (2).

Amendment of section 6

4. Section 6 of the principal Act is amended —

(a)

by deleting the words “Every person who makes an application under section 5 for registration under this Act” in the 1st and 2nd lines of subsection (1) and substituting the words “In connection with an application under section 5 for registration under this Act, the appropriate person”; and

(b)

by deleting subsections (2), (3) and (4) and substituting the following subsections:

“(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.

(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.

(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.”.

Repeal of section 8

5. Section 8 of the principal Act is repealed.

Amendment of section 9

6. Section 9 of the principal Act is amended —

(a)

by deleting the words “certificate of registration” in subsection (2) and substituting the words “notice of registration”;

(b)

by deleting subsection (3) and substituting the following subsections:

“(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.

(3A) 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.”;

(c)

by deleting the words “a certificate of” in the 1st line of subsection (4);

(d)

by deleting the words “certificate of” in the penultimate line of subsection (4);

(e)

by deleting the words “certificate of” in subsection (5);

(f)

by deleting the words “The issue or renewal of a certificate of registration to” in the 1st line of subsection (6) and substituting the words “The registration or renewal of registration of”; and

(g)

by deleting subsection (7).

Amendment of section 10

7. Section 10 of the principal Act is amended by inserting, immediately after the words “section 6” in subsections (1) and (2), the words “or 12(1)”.

Repeal and re-enactment of section 11

8. Section 11 of the principal Act is repealed and the following section substituted therefor:

“Restrictions on registration of business names

11.—(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.

(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.

(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.

(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.

(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.

(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 or, where the person is registered under this Act immediately before the date of commencement of section 8 of the Business Registration (Amendment) Act 2002, within 12 months from the date of commencement of that section.

(7) The Registrar may cancel the registration of any person who fails to comply with a direction given under subsection (4).

(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.

(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.

(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).”.

Amendment of section 12

9. Section 12 of the principal Act is amended —

(a)	by inserting, immediately after the word “statement” in the 5th line of subsection (1), the words “in such medium and”;
(b)	by deleting the words “signed and verified in like manner as the statement required for the purposes of registration” in the 6th, penultimate and last lines of subsection (1) and substituting the words “and containing such other information as may be prescribed”; and
(c)	by deleting the words “and (4)” in subsection (5).

Amendment of section 13

10. Section 13 of the principal Act is amended —

(a)	by inserting, immediately after the word “notice” in the last line of subsection (2), the words “or upon the expiry of his registration”;
(b)	by inserting, immediately after the word “specified” in subsection (4), the words “or indicated”; and
(c)	by deleting the words “the certificate of registration issued to that person” in subsection (8) and substituting the words “any certificate or notice pertaining to the registration of that person under this Act”.

Amendment of section 15

11. Section 15 of the principal Act is amended by inserting, immediately after subsection (2), the following subsection:

“(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.”.

Amendment of section 16

12. Section 16 of the principal Act is amended —

(a)	by inserting, immediately after the word “registration” in subsection (1), the words “or certificate of confirmation of registration”; and
(b)	by inserting, immediately after the words “subsection (1)” in the 2nd line of subsection (2), the words “(not being a copy or extract referred to in section 16B(4))”.

Repeal and re-enactment of section 16B

13. Section 16B of the principal Act is repealed and the following section substituted therefor:

“Electronic filing service

16B.—(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.

(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.

(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 is made in good faith and in the ordinary course of the discharge of the duties of any of these employees or 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.

(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.

(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.

(6) Subsections (4) and (5) shall have effect notwithstanding the provisions of any other written law.”.

Amendment of section 17

14. Section 17(1) of the principal Act is amended —

(a)	by deleting the words “a valid certificate of registration” in paragraph (a) and substituting the words “being registered under this Act to do so”; and
(b)	by deleting the words “no valid certificate of registration is in force” in the 8th line and substituting the words “there is no valid registration”.

Amendment of section 18

15. Section 18 of the principal Act is amended by deleting the words “issue or renew a certificate of registration” and substituting the words “register him or renew his registration”.

Amendment of section 23

16. Section 23 of the principal Act is amended —

(a)

by deleting paragraph (a) and substituting the following paragraph:

“(a)	being a person required to be registered under this Act, carries on business without being so registered or continues to carry on business after the expiry or cancellation of his registration;”;

(b)

by inserting, at the end of paragraph (d), the word “or”; and

(c)

by deleting paragraph (e).

Amendment of section 32

17. Section 32(2) of the principal Act is amended —

(a)

by inserting, immediately before the words “the form” in paragraph (b), the words “the forms for the purposes of this Act, including”;

(b)

by inserting, immediately before the word “restrictions” in paragraph (c), the words “all matters connected with or arising from the”;

(c)

by inserting, immediately after the word “Act” in paragraph (d), the words “, and the method of payment of such fees”;

(d)

by deleting the word “and” at the end of paragraph (e); and

(e)

by deleting the full-stop at the end of paragraph (f) and substituting the word “; and”, and by inserting immediately thereafter the following paragraph:

“(g)	all matters and things which are required or permitted to be prescribed under or for the purposes of this Act.”.