No. S 603
Companies Act
(Chapter 50)
Companies (Filing of Documents) (Amendment) Regulations 2007
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 2007 and shall come into operation on 5th November 2007.
Deletion and substitution of regulation 7
2.  Regulation 7 of the Companies (Filing of Documents) Regulations (Rg 7) (referred to in these Regulations as the principal Regulations) is deleted and the following regulation substituted therefor:
General requirements for documents lodged with Registrar
7.—(1)  Any document which is to accompany a form to be lodged with the Registrar shall —
(a)comply with such directions as are specified by the Registrar; and
(b)be lodged in accordance with such directions as are specified in that form or by the Registrar.
(2)  Without prejudice to the generality of paragraph (1), the directions specified in the form or by the Registrar may provide for the format in which the document is to be lodged.”.
Deletion and substitution of regulations 36 to 39
3.  Regulations 36 to 39 of the principal Regulations are deleted and the following regulations substituted therefor:
Confirmation of particulars of company
36.—(1)  Any person who lodges with the Registrar, for the purposes of section 197(1) of the Act, an annual return of a company having a share capital shall ensure, and shall confirm in the applicable form for the return —
(a)where he is an officer of the company, that the particulars of the company referred to in the Eighth Schedule to the Act and contained in the return are accurate and up-to-date as at the relevant date; or
(b)where he is not an officer of the company, that he has confirmed with an officer of the company that the particulars of the company referred to in the Eighth Schedule to the Act and contained in the return are accurate and up-to-date as at the relevant date.
(2)  Any person who lodges with the Registrar, for the purposes of section 197(5) of the Act, an annual return of a company not having a share capital shall ensure, and shall confirm in the applicable form for the return —
(a)where he is an officer of the company, that the particulars of the company referred to in regulation 39(1)(a) and contained in the return are accurate and up-to-date as at the relevant date; or
(b)where he is not an officer of the company, that he has confirmed with an officer of the company that the particulars of the company referred to in regulation 39(1)(a) and contained in the return are accurate and up-to-date as at the relevant date.
(3)  In this regulation, “relevant date” means a date specified by the person who lodges the annual return, being a date which is not more than 14 days before the date of lodgment of the return.
Other confirmations in annual return of company having a share capital
37.—(1)  An annual return of a company having a share capital lodged with the Registrar under section 197(1) of the Act shall contain —
(a)a confirmation that an officer of the company has inspected the share register of the company;
(b)a confirmation as to whether any transfer of ownership of shares in the company has been registered since the date of the last return of the company or, if none had been lodged previously, the date of incorporation of the company; and
(c)where the company is a private company other than an exempt private company, a confirmation that —
(i)the company is a private company; and
(ii)the number of its members is not more than 50.
(2)  For the purposes of paragraph (1)(c)(ii), in determining the number of members of a company —
(a)the joint holders of any shares shall be treated as one person; and
(b)the following persons shall be disregarded:
(i)any person in the employment of the company or of its subsidiary; and
(ii)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.
Documents accompanying annual return of company having a share capital
38.—(1)  For the purposes of section 197(1) of the Act, the annual return of a company having a share capital shall, in the case of a company other than an exempt private company, be accompanied by the following documents prepared in accordance with Part VI of the Act:
(a)the report and statement of the directors of the company;
(b)the report of the auditors of the company, unless the company is exempt from audit requirements and no report was prepared by the auditors;
(c)the last balance-sheet, which must be audited unless the company is exempt from audit requirements and no report was prepared by the auditors;
(d)the last profit and loss account, which must be audited unless the company is exempt from audit requirements and no report was prepared by the auditors; and
(e)the notes to the account.
(2)  For the purposes of section 197(1) of the Act, the annual return of a company having a share capital shall, in the case of an exempt private company —
(a)be accompanied by the documents referred to in paragraph (1)(a), (c), (d) and (e) and, where applicable, paragraph (1)(b), prepared in accordance with Part VI of the Act; or
(b)if the company is able to meet its liabilities as and when they fall due, contain a confirmation of that fact.
Annual return of company not having a share capital
39.—(1)  For the purposes of section 197(5) of the Act, the annual return of a company not having a share capital shall —
(a)contain —
(i)the name of the company;
(ii)the registration number of the company;
(iii)the address of the registered office of the company;
(iv)in a case where the register of members is kept elsewhere than at the registered office, the address of the place where it is kept;
(v)particulars of the amount of indebtedness of the company as at the relevant date in respect of all charges which are required to be registered with the Registrar, and a list of all registered charges of the company;
(vi)such particulars of the persons who, on the relevant date, are the directors, managers, secretaries and auditors of the company as are required by section 173 of the Act to be contained in the register of directors, managers, secretaries and auditors of the company;
(vii)the number of members as at the relevant date;
(viii)the name of the auditor who audited the accounts of the company, unless the company is exempt from audit requirements, and where the accounts have been lodged, a statement as to whether the accounts are unqualified;
(ix)such other particulars as specified in the applicable form; and
(x)a confirmation —
(A)that an inspection of the register of members required under section 190(1) of the Act has been conducted by an officer of the company; and
(B)as to whether the list of members as at the relevant date has been updated; and
(b)be accompanied by the documents referred to in regulation 38(1)(a), (c), (d) and (e) and, where applicable, regulation 38(1)(b), prepared in accordance with Part VI of the Act.
(2)  In this regulation, “relevant date” means a date specified by the person who lodges the annual return, being a date which is not more than 14 days before the date of lodgment of the return.”.
Amendment of Schedule
4.  The Schedule to the principal Regulations is amended by deleting Parts IV, V and VI.
[G.N. Nos. S 862/2005; S54/2006]

Made this 5th day of November 2007.

TEO MING KIAN
Permanent Secretary,
Ministry of Finance,
Singapore.
[ACRA 0560B; AG/LEG/SL/50/2005/4 Vol. 1]