Companies (Filing of Documents) (Amendment) Regulations 2003

No. S 235

Companies Act

(Chapter 50)

Companies (Filing of Documents) (Amendment) Regulations 2003

In exercise of the powers conferred by sections 12A (1A) and (1B) and 411 of the Companies Act, the Minister for Finance hereby makes the following Regulations:

Citation and commencement

1. These Regulations may be cited as the Companies (Filing of Documents) (Amendment) Regulations 2003 and shall come into operation on 15th May 2003.

Amendment of regulation 4

2. Regulation 4 of the Companies (Filing of Documents) Regulations 2003 (G.N. No. S 17/2003) (referred to in these Regulations as the principal Regulations) is amended —

(a)	by inserting, immediately after the word “completed” in paragraph (1), the words “and lodged”; and
(b)	by inserting, immediately after the word “completed” in paragraph (3), the words “or lodged”.

Deletion and substitution of regulation 6

3. Regulation 6 of the principal Regulations is deleted and the following regulation substituted therefor:

“Prescribed person

6.—(1) For the purposes of the Act, a prescribed person is —

(a)

an advocate and solicitor;

(b)

an accountant registered with the Institute of Certified Public Accountants of Singapore;

(c)

a member of the Association of International Accountants (Singapore Branch);

(d)

a member of the Institute of Company Accountants, Singapore;

(e)

a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators;

(f)

a corporate secretarial agent;

(g)

a member of such other professional association as may be approved by the Minister and published by notification in the Gazette;

(h)

in a matter under these Regulations other than the incorporation of a company or the registration of a foreign company —

(i)

an employee of a service bureau who is approved by the Minister as a prescribed person; or

(ii)

an employee of the firm or corporation in which a prescribed person referred to in sub-paragraph (a), (b), (c), (d), (e), (f) or (g) is a partner or is employed, if —

(A)	the employee is authorised by the prescribed person to act on that prescribed person’s behalf in the matter; and
(B)	the employee is, in the opinion of the prescribed person, someone who has the knowledge and experience relevant to that matter; or

(i)

any other person who, in the opinion of the Minister, is a fit and proper person to be a prescribed person.

(2) In this regulation —

“corporate secretarial agent” means a person who is carrying on the business of corporate secretarial services for one or more companies and who has been a secretary of a company for at least 3 years of the preceding 5 years;

“service bureau” means a service bureau which the Registrar has authorised to be established for the purpose of assisting in the lodgment of documents using the electronic filing system.”.

Amendment of regulation 38

4. Regulation 38 of the principal Regulations is amended —

(a)

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

(b)

by deleting paragraph (c) and substituting the following paragraphs:

“(c)

in the case of an exempt private company with a revenue for the financial year concerned of more than $2.5 million —

(i)	the exempt private company certificate set out in Part V of the Schedule; or
(ii)	the documents referred to in sub-paragraphs (i) to (v) of paragraph (b) prepared in accordance with the requirements of the Act; and

(d)

in the case of an exempt private company with a revenue for the financial year concerned of $2.5 million or below —

(i)	the exempt private company certificate set out in Part V of the Schedule; or
(ii)	the documents referred to in sub-paragraphs (i), (iii), (iv) and (v) of paragraph (b) prepared in accordance with the requirements of the Act.”.

Deletion and substitution of regulation 41

5. Regulation 41 of the principal Regulations is deleted and the following regulation substituted therefor:

“Time prescribed for endorsement of satisfaction of charges

41. Where a chargee is satisfied of the truth of a statement of satisfaction referred to in section 136(1) of the Act, the chargee shall endorse the statement under section 136(2) of the Act before that statement is lodged with the Registrar or within 3 days of such lodgment.”.

Amendment of Schedule

6. The Schedule to the principal Regulations is amended by deleting Parts IV and V and substituting the following Parts:

“THE SCHEDULE

Regulation 38(a)

Companies Act
(Chapter 50)

COMPANIES (FILING OF DOCUMENTS) REGULATIONS

(If Certificate is presented as an attachment)

CERTIFICATE BY A COMPANY LIMITED BY SHARES
UNDER SECTION 197 (1)

Name of Company:

Registration No:

I, the undermentioned officer of the abovementioned company, hereby certify that —

(a) I have verified that the summary of return by a company having a share capital of the company in the records of the Registry of Companies is accurate and up to date as at __________ ( date must not be earlier than 14 days prior to the lodgment of the main return);

(b) I have made an inspection of the share register and confirm that transfers *have/have not been registered since the date of *the last main return/the incorporation of the company;

*(c) the company being a private company has not since the date of *incorporation of the company/the last main return issued any invitation to the public to subscribe for any shares in or debentures of the company or to deposit moneys for fixed periods or payable at call; and

*(d) the company is a private company and the number of its members is not more than 50 (counting joint holders of shares as one person and not counting any person in the employment of the company or of its subsidiary or any person who while previously in the employment of the company or of its subsidiary was and thereafter has continued to be a member of the company).

____________________________________

Name and Signature of Officer

Designation in the abovenamed company: *Director/Secretary

*NRIC/Passport No:_______________________

Date: ______________________

*Delete whichever is inapplicable.

THE SCHEDULE

Regulation 38(c) and (d)

Companies Act
(Chapter 50)

COMPANIES (FILING OF DOCUMENTS)
REGULATIONS

CERTIFICATE BY AN EXEMPT PRIVATE COMPANY
UNDER SECTION 197 (1)

Name of Company:

Registration No:

†Exempt Private Companies with revenue of $2.5 million or below

We, the undermentioned officers of the abovementioned company hereby certify to the best of our knowledge and belief that —

(a) the company is and has been an exempt private company as defined under section
4 (1) of the Companies Act by virtue of it being a private company of which no beneficial interest in its shares is held, directly or indirectly, by any corporation and having not more than 20 members;

(b) a profit and loss account and balance-sheet made up to the date stated in the main return which comply with the requirements of the Act have been presented before the company *in the annual general meeting/by way of a resolution by written means, on the date stated in the main return; and

(c) as at the date that the profit and loss account has been made up the company’s revenue for the financial year is $2.5 million or below, the company appears to be able to meet its liabilities as and when they fall due.

† Exempt Private Companies with revenue of more than $2.5 million

We, the undermentioned officers/auditor of the abovementioned company hereby certify to the best of our knowledge and belief that —

(a) the company is and has been an exempt private company as defined under section 4(1) of the Companies Act by virtue of it being a private company of which no beneficial interest in its shares is held, directly or indirectly, by any corporation and having not more than 20 members;

(b) a duly audited profit and loss account and balance-sheet made up to the date stated in the main return which comply with the requirements of the Act have been presented before the company *in the annual general meeting/by way of a resolution by written means, on the date stated in the main return; and

(c) as at the date that the profit and loss account for the financial year has been made up the company’s revenue is more than $2.5 million, and the company appears to be able to meet its liabilities as and when they fall due.

____________________________________

Signature and Name of Director

____________________________________

Signature and Name of Secretary

___________________________________

*Signature and Name of Auditor

†Tick the appropriate box.

* Delete whichever is inapplicable.”.

Made this 7th day of May 2003.

LIM SIONG GUAN

Permanent Secretary,
Ministry of Finance,
Singapore.

[F 14.1.0031V10; RCB0510B/TWS/F200300541B; AG/LEG/SL/50/2002/1 Vol. 5]

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