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No. S 22

Business Registration Act

(Chapter 32)

Business Registration Regulations 2003

In exercise of the powers conferred by sections 24 (3) and 32 of the Business Registration Act, the Minister for Finance hereby makes the following Regulations:

Citation and commencement

1. These Regulations may be cited as the Business Registration Regulations 2003 and shall come into operation on 13th January 2003.

Definition

2. In these Regulations, “electronic transaction form” means a form provided in the electronic filing system of the Registry of Businesses for the purpose of filing documents electronically with the Registry.

3. The Registrar shall keep and maintain a Register of Businesses in such manner and in such place as he thinks fit.

Prescribed person

4. For the purposes of section 2(1) of the Act, a prescribed person means —

(a)	a public accountant registered with the Public Accountants Board established under the Accountants Act (Cap. 2);
(b)	a qualified person under the Legal Profession Act (Cap. 161);
(c)	a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators;
(d)	an employee of a service bureau approved by the Minister; and
(e)	any other person as the Minister thinks fit.

Place of business

5. Where a person has no fixed or permanent place for carrying on business, the place at which the person can usually be contacted shall be deemed to be the place of business for the purposes of section 2(2) of the Act.

Forms

6.—(1) The Registrar may issue such forms in such medium as he sees fit for the purposes of the Act.

(2) Unless otherwise required, all particulars to be inserted in a form, electronic or otherwise, shall be in the English language.

(3) In the case of forms which are not electronic, the particulars required to be stated may be typewritten or written by hand in ink in block letters.

(4) A form referred to in paragraph (3) shall be completed neatly and legibly in accordance with such directions as may be specified in that form.

(5) The prescribed form for use for the purposes of section 9(3) of the Act shall be that set out in the electronic filing system of the Registry at http://www.bizfile.gov.sg.

(6) An electronic transaction form shall be completed in accordance with such directions as may be specified in that form or by the Registrar.

(7) Where strict compliance of an electronic transaction form in accordance with paragraph (6) is not practicable, the Registrar may allow the form to be filed in such manner or form as the Registrar deems fit so long as substantial compliance is achieved.

(8) The Registrar may make any modification or amendment as he thinks necessary to any electronic transaction form for the purpose of facilitating the electronic filing of documents.

(9) The Registrar may, from time to time, issue such other electronic transaction form as he thinks fit for the purposes of the Act.

(10) The Registrar may refuse to accept any form that is not in compliance with these Regulations.

General requirements for documents lodged with Registrar

7.—(1) A document attached to an electronic transaction form and to be lodged with the Registrar under the Act or these Regulations shall comply with such directions as may be specified by the Registrar.

(2) A document to be lodged with the Registrar shall comply with the following requirements:

(a)	it shall be a true transmission of all the information contained in the completed and duly signed or executed copy of the document maintained by the person registered under section 9 of the Act; and
(b)	it shall be authenticated in a manner specified by the Registrar and by a person authorised by the Registrar under paragraph (3).

(3) The Registrar may authorise any of the following persons to authenticate documents to be lodged with him electronically or through means other than delivery by hand or post:

(a)	a public accountant registered with the Public Accountants Board established under the Accountants Act (Cap. 2);
(b)	a qualified person under the Legal Profession Act (Cap. 161);
(c)	a member of the Singapore Association of the Institute of Chartered Secretaries and Administrators; or
(d)	any other person as the Registrar thinks fit.

(4) The Registrar may refuse to accept any document that is not in compliance with these Regulations.

Identification documents

8. The Registrar may require the production of the identity card or the passport or such other identification documents which are acceptable for the verification of the identity of the person to be registered under the Act.

Appointment of local manager

9.—(1) Where a person carrying on business required to be registered under the Act is, or, in the case of any corporation, the directors are, or the secretary of the corporation is, not ordinarily resident in Singapore, the Registrar may require a local manager to be appointed and the particulars of the local manager to be stated in the form for registration.

(2) The local manager shall be required to declare his consent in such manner as the Registrar may determine.

(3) Where a local manager appointed under paragraph (1) ceases to hold office for any reason, the person carrying on the business shall appoint a new local manager and notify the Registrar within 14 days of the cessation in such manner as the Registrar may require.

(4) Any person who contravenes paragraph (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000.

Statement to be signed by existing partner or by deceased’s personal representative

10.—(1) For the purposes of section 6(4)(d) of the Act, a partner includes a person whose name has previously been registered as such and who has not withdrawn from the partnership but does not include a withdrawing partner.

(2) Whenever a change of registered particulars or a notice of termination is required to be filed for registration owing to the death of a person, the personal representative of the deceased person or such other person as may be approved for that purpose by the Registrar may submit the form to be filed for registration.

Display of business name

11.—(1) A person who is registered under the Act shall display the registered business name in a conspicuous position on the outside of every place where he carries on business.

(2) A person who is registered under the Act shall print the registered business name and number of the certificate of registration on every letterhead, invoice, bill or other document used for the purposes of his business.

(3) Any person who contravenes paragraph (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $1,000.

Compoundable offences

12. The following offences may be compounded by the Registrar in accordance with section 24 of the Act:

(a)	any offence under section 13 (3), 19(4) or 23 of the Act; and
(b)	any offence under regulation 9(4) or 11(3).

Appeal to Minister

13.—(1) Any person intending to lodge an appeal to the Minister under the Act shall deliver to the Registrar a notice of appeal stating the grounds of appeal.

(2) The Registrar shall submit to the Minister a copy of the notice of appeal together with the grounds of appeal stated therein.

Fees

14.—(1) The fees specified in the Schedule shall be payable to the Registrar.

(2) The prescribed fee payable to the Registrar in respect of the lodgment of an electronic transaction form or document with the Registrar shall be paid at the time the form or document is lodged, unless otherwise directed by the Registrar.

(3) Where any person fails to comply with the time limit specified in the Act for the lodgment of a document, the Registrar may impose the late penalty fee specified in the Schedule in addition to the prescribed fee.

(4) Where an application for the renewal of registration is lodged after the date of expiry of the registration, the Registrar may impose the late renewal fee specified in the Schedule.

(5) The Registrar may for any good reason waive any of the fees specified in the Schedule.

(6) Where an electronic transaction form requires endorsements by more than one person, such endorsements shall be made within 3 calendar days from the point of the electronic transaction, and payment of the prescribed fee shall be made by the last person endorsing the electronic transaction.

(7) Any failure to pay the prescribed fee in paragraph (6) shall render void the electronic transaction referred to in that paragraph.

(8) Payment of fees shall be made in such manner as directed by the Registrar.

(9) No fee so paid shall be refundable in respect of any certificate surrendered or cancelled under the provisions of the Act or the withdrawal of any application or appeal.

Rectification of particulars

15. For the purposes of section 15(3) of the Act, the Registrar may, upon receipt of a notice made by any person in the appropriate form set out in the electronic filing system of the Registry at http://www.bizfile.gov.sg, rectify any particulars furnished under the Act or in the register where there is any clerical or typographical error, or other error of similar nature, in the relevant particulars furnished under the Act or in the register.

Revocation and transitional provisions

16.—(1) The Business Registration Regulations (Rg 1) are revoked.

(2) Notwithstanding paragraph (1), any act, matter or thing that was done under or for the purposes of the revoked Business Registration Regulations shall be taken to have been done for the purposes of and have effect as if it had been made or done under the corresponding provisions of these Regulations.

Made this 8th day of January 2003.

LIM SIONG GUAN

Permanent Secretary,
Ministry of Finance,
Singapore.

[RCB0501B/KCC/F200201519T; AG/LEG/SL/32/1998/1 Vol. 1]