PART 1 AMENDMENT OF
ACCOUNTING AND CORPORATE
REGULATORY AUTHORITY ACT 2004 |
2. In the Accounting and Corporate Regulatory Authority Act 2004 (called in this Part the ACRA Act), in section 6 —| (a) | in subsection (1), replace paragraph (c) with —| “(c) | to establish and administer a repository of information and documents relating to business entities and accounting entities and to provide access to such information and documents in accordance with this Act, the scheduled laws and the disclosure framework;”; and |
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| | (b) | replace subsection (4) with —“(4) In subsection (1) —| “accounting entity” has the meaning given by section 35A; |
| “disclosure framework” and “scheduled law” have the meanings given by section 26.”. |
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| Amendment of Part 6A heading |
| 3. In the ACRA Act, in Part 6A, in the Part heading, replace “, REGISTERED FILING AGENTS AND REGISTERED QUALIFIED INDIVIDUALS” with “AND DATA FRAMEWORK”. |
4. In the ACRA Act, in section 26 —| (a) | before the definition of “Chief Executive”, insert —| “ “authorised information service provider” means any person authorised by the Registrar or the Authority to provide information services to the public using information provided by the Registrar or the Authority;”; |
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| | (b) | after the definition of “copy”, insert —| “ “disclosure framework” means the disclosure framework set out in the Sixth Schedule;”; |
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| | (c) | after the definition of “malfunction”, insert —| “ “prescribed entity” means any entity prescribed under section 35 for the purposes of section 30A; |
| “prescribed public agency” means any public agency prescribed under section 35 for the purposes of section 30A; |
| “public agency” means a public officer, an Organ of State or a ministry or department of the Government, or a body or authority established by or under any public Act to perform or discharge a public function, or a member, an officer or employee, or any department thereof;”; and |
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| | (d) | after the definition of “scheduled Act”, insert —| “ “scheduled law” means any scheduled Act or Fifth Schedule Act;”. |
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5. In the ACRA Act, in section 27 —| (a) | in subsection (1)(b), after “issue”, insert “, give or send any information or”; | | (b) | in subsection (1)(b), after “under”, insert “this Act,”; | | (c) | in subsection (1), after paragraph (c), insert —| “(ca) | to facilitate the implementation of this Part;”; and |
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| | (d) | in subsection (3), after paragraph (a), insert —| “(aa) | all information and documents required to be submitted to the Registrar using a form mentioned in section 28(1A) have been submitted as required;”. |
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6. In the ACRA Act, in section 28, after subsection (1), insert —| “(1A) Where a person carries out a transaction with the Registrar using the electronic transaction system, the Registrar may require the person to use a form on the electronic transaction system which requires the submission of information or documents for the transaction or for any other purpose under this Act or a scheduled law to the Registrar.”. |
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7. In the ACRA Act, after section 28, insert —| “Information or document issued, given or sent by means of electronic transaction system |
28A.—(1) Any information or document required or permitted, under this Act or a scheduled law, to be issued, given or sent by the Registrar, the Authority or any other person or body appointed or constituted under this Act or the scheduled law (as the case may be) to any person may be issued, given or sent by —| (a) | uploading the information or document on the electronic transaction system; and | | (b) | notifying the person how and when the person may access the information or document on the electronic transaction system, by sending the notification to the person’s last email address or in any other manner prescribed under section 35(2)(ba). |
| (2) The issuing, giving or sending of a document in accordance with this section is effective despite section 42A or any other provision of this Act or any scheduled law requiring or permitting the document to be issued, given or sent by other means. |
| (3) This section does not apply to any notice, summons or document to be served in connection with proceedings in court. |
| (4) In this section, “last email address” means the last email address given by the person concerned for the purpose of subsection (1)(b).”. |
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8. In the ACRA Act, after section 30, insert —| “Information from prescribed public agencies or prescribed entities |
30A.—(1) A prescribed public agency or a prescribed entity may, at the request of the Registrar or the Authority, provide information, including personal data, to the Registrar or the Authority for the purposes of subsection (2) or (3) (as the case may be) unless the prescribed public agency or prescribed entity is prohibited by any written law from so providing the information.| (2) The Registrar or the Authority may use information obtained from any prescribed public agency for any purpose under this Act or any scheduled law, including to keep, maintain, rectify or update the information kept in the repository mentioned in section 6(1)(c) or any register kept under a scheduled Act. |
| (3) The Registrar or the Authority may use information obtained from any prescribed entity to verify the accuracy of any information or document kept, or to be kept, in the repository mentioned in section 6(1)(c). |
(4) If the Registrar or the Authority uses information mentioned in subsection (2) for any purpose permitted by that subsection, instead of obtaining the information from a person required under any other provision of this Act or any scheduled law to provide the same, that person —| (a) | is deemed to have complied with the requirement to provide the information for that purpose; and | | (b) | is not liable for any error or inaccuracy in the information used under subsection (2), unless the Registrar or the Authority has —| (i) | requested that person to verify the information; and | | (ii) | given that person a reasonable opportunity to correct that information. |
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(5) No prescribed public agency or prescribed entity, or a person acting on behalf of a prescribed public agency or prescribed entity, shall —| (a) | be guilty of an offence under any written law or of any breach of confidence; | | (b) | incur any civil liability; or | | (c) | be liable to any disciplinary action, |
| only because the prescribed public agency, prescribed entity or person (as the case may be) provided or purportedly provided information to the Registrar or the Authority under subsection (1) in good faith and with reasonable care. |
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| Use of information and documents in repository |
30B.—(1) The Registrar or the Authority may provide information and documents (whether in bulk or otherwise) from the repository mentioned in section 6(1)(c), including personal data provided to or obtained by the Registrar or the Authority under this Act or any scheduled law, in accordance with the disclosure framework and subject to any restriction relating to confidentiality under this Act or a scheduled law, for any of the following purposes:| (a) | to any authorised information service provider to provide information services to any person; | | (b) | to assist any person to exercise a power or to fulfil any obligation under any written law as specified in the Sixth Schedule; | | (c) | to provide the service mentioned in section 27(1)(c), in circumstances other than as mentioned in paragraphs (a) and (b). |
| (2) Subsection (1) and the disclosure framework do not limit or prevent the provision of information or documents by the Registrar or the Authority as permitted or required by or under any other Act or law. |
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| Exclusion of residential address from public disclosure if contact address is available |
30C.—(1) Subject to subsection (2) and any exception specified in the Sixth Schedule, an individual’s residential address must be excluded from public disclosure.| (2) The Registrar may cause an individual’s residential address to cease to be excluded from public disclosure in accordance with section 30D. |
(3) Where, pursuant to subsection (2), the individual’s residential address has ceased to be excluded from public disclosure, the Registrar must cause the exclusion from public disclosure to resume if —| (a) | subject to section 30D(8) and the equivalent provision in any scheduled Act, the Registrar receives notice of the individual’s contact address under this Act or any scheduled Act; or | | (b) | the Court so directs on an appeal under section 30D(7) or the equivalent provision in any scheduled Act. |
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(4) In this section and in section 30D —| “contact address”, in relation to an individual, means an individual’s contact address kept or maintained by the Authority under this Act or by the Registrar under any scheduled Act; |
| “public disclosure” means disclosure under section 30B(1); |
| “Registrar” means the Registrar appointed under any scheduled Act; |
| “residential address”, in relation to an individual, means an individual’s residential address kept or maintained by the Authority under this Act or by the Registrar under any scheduled Act. |
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| Cessation of exclusion of residential address from public disclosure |
30D.—(1) For the purposes of section 30C(2), the grounds for causing an individual’s residential address to cease to be excluded from public disclosure are either that —| (a) | communications sent by any officer of the Authority under this Act, or by the Registrar or any officer of the Authority under any scheduled 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 any scheduled Act at the individual’s contact address is not effective to bring it to the notice of the individual. |
| (2) Before causing an individual’s residential address to cease to be excluded from public disclosure pursuant to section 30C(2), the Registrar must give a notice under subsection (3) to the individual and the interested persons specified in the Sixth Schedule (if any). |
(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. |
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| (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 disclosure, the Registrar must before doing so give notice of the decision to the individual and the interested persons specified in the Sixth Schedule (if any). |
| (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 person aggrieved by the decision of the Registrar under section 30C(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 disclosure, unless the Registrar is satisfied that there is good cause for allowing the individual to do so in a particular case. |
| (9) Subject to subsections (8) and (10), where an individual provides a new contact address under this Act or any scheduled Act, the Registrar must replace the individual’s contact address in the repository mentioned in section 6(1)(c) with the new contact address. |
| (10) Subsection (9) does not require the replacement of the individual’s contact address in any document kept in the repository. |
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30E.—(1) The disclosure framework applicable to information and documents in the repository mentioned in section 6(1)(c), including personal data mentioned in section 30B(1), is as set out in the Sixth Schedule.(2) The Minister may, by order in the Gazette, amend the Sixth Schedule, which may include the following matters:| (a) | any exception to section 30C(1); | | (b) | the interested persons mentioned in section 30D(2) and (5); | | (c) | the types of information and documents mentioned in subsection (1) that the Registrar or the Authority must not disclose; | | (d) | the persons or classes of persons to whom the Registrar or the Authority must not disclose any information or document mentioned in subsection (1); | | (e) | the requirements that any person who receives any information or document mentioned in subsection (1) disclosed by the Registrar or the Authority must comply with.”. |
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9. In the ACRA Act, in section 35(2), after paragraph (b), insert —| “(ba) | for the purposes of section 28A —| (i) | require any person who may be issued, given or sent information or a document by means of the electronic transaction system to provide an email address for notification under section 28A(1)(b); | | (ii) | prescribe any other manner in which the notification under section 28A(1)(b) may be given; and | | (iii) | prescribe the time and circumstances when the information or document is deemed to be issued, given or sent by means of the electronic transaction system;”. |
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10. In the ACRA Act, in section 42A —| (a) | in subsection (2)(b) and (d), after “residential address”, insert “, contact address”; | | (b) | in subsection (2)(c), after “resident there,”, insert “at the individual’s contact address with an adult apparently resident or employed there,”; | | (c) | in subsection (8), in the definition of “business address”, in paragraph (a), delete “, or place of employment,”; and | | (d) | in subsection (8), after the definition of “business address”, insert —| “ “contact address”, in relation to an individual, means an individual’s contact address kept or maintained by the Authority under this Act or by the Registrar under any scheduled Act;”. |
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11. In the ACRA Act, after the Fifth Schedule, insert —| Sections 26, 30B, 30C, 30D and 30E |
| 1. In this Schedule, “Registrar” and “residential address” have the meanings given by section 30C(4). |
2. Subject to paragraph 3, the Registrar or the Authority must not, under section 30B(1), provide to any person —| (a) | information obtained under section 28(1A) that is not related to the transaction concerned; or | | (b) | information obtained under section 30A. |
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| Permitted disclosure of residential address |
3. Despite paragraph 2, and as an exception to section 30C(1), the Registrar or the Authority may provide the residential address of any individual —| (a) | to an authorised information service provider under section 30B(1)(a), but the authorised information service provider must not disclose the individual’s residential address in any information service provided by the authorised information service provider; or | | (b) | under section 30B(1)(b). |
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| Permitted disclosure under section 30B(1)(b) |
4. Section 30B(1)(b) applies to assist the following persons to exercise their power or to fulfil their obligations under the following specified Acts —| (a) | in any of the following roles:| (i) | a trustee of a bankrupt’s estate appointed under the Insolvency, Restructuring and Dissolution Act 2018 or the repealed Bankruptcy Act (Cap. 20, 2009 Revised Edition) as in force before 30 July 2020; | | (ii) | a liquidator or provisional liquidator appointed under the Insolvency, Restructuring and Dissolution Act 2018, or the Companies Act 1967 as in force before 30 July 2020; | | (iii) | a judicial manager or an interim judicial manager appointed under the Insolvency, Restructuring and Dissolution Act 2018, or the Companies Act 1967 as in force before 30 July 2020; | | (iv) | a receiver or manager appointed under the Insolvency, Restructuring and Dissolution Act 2018, or the Companies Act 1967 as in force before 30 July 2020; or |
| | (b) | relating to the prevention of money laundering, terrorism financing and the financing of the proliferation of weapons of mass destruction as —| (i) | a financial institution as defined in section 2 of the Financial Services and Markets Act 2022; | | (ii) | a moneylender licensed under the Moneylenders Act 2008; or | | (iii) | a licensed estate agent as defined in section 3(1) of the Estate Agents Act 2010. |
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| Interested persons under section 30D |
5. The interested persons mentioned in section 30D(2) and (5) in relation to an individual are the entities in column 2 of the table corresponding to the position held by the individual in column 1: | | | 1. | A partner or manager of an accounting LLP or a director, chief executive officer or secretary of an accounting corporation |
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| | (a) | Every accounting LLP of which the Registrar has been notified under the Accountants Act 2004 that the individual is a partner or manager; and |
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| (b) | Every accounting corporation of which the Registrar has been notified under the Accountants Act 2004 that the individual is a director, chief executive officer or secretary. |
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| | 2. | An employee of an accounting LLP or accounting corporation who is a public accountant and practising as such in the accounting LLP or accounting corporation |
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| | Every accounting LLP or accounting corporation in which the Registrar has been notified under the Accountants Act 2004 that the individual is practising as a public accountant. |
| | 3. | A director, chief executive officer or secretary of a company |
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| | Every company of which the Registrar has been notified under the Companies Act 1967 that the individual is a director, chief executive officer or secretary. |
| | 4. | A member of a private company |
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| | | 5. | A director or authorised representative of a foreign company |
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| | Every foreign company of which the Registrar has been notified under the Companies Act 1967 that the individual is a director or authorised representative. |
| | 6. | A partner or manager of a limited liability partnership |
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| | Every limited liability partnership of which the Registrar has been notified under the Limited Liability Partnerships Act 2005 that the individual is a partner or manager. |
| | 7. | A director or secretary of a variable capital company |
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| | Every variable capital company of which the Registrar has been notified under the Variable Capital Companies Act 2018 that the individual is a director or secretary. |
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12. In the ACRA Act —| (a) | in the following provisions, replace “scheduled Act or Fifth Schedule Act” wherever it appears with “scheduled law”:| Section 26, definition of “transaction” |
| Section 27(1)(b) and (d), (2)(c), (3)(b) and (5)(a) |
| | (b) | in section 27(6)(a) and (b), replace “scheduled Acts or Fifth Schedule Acts” with “scheduled laws”. |
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