Accounting and Corporate Regulatory Authority (Filing Agents and Qualified Individuals) Regulations 2015

No. S 198

Accounting and Corporate Regulatory Authority Act

(CHAPTER 2A)

Accounting and Corporate Regulatory
Authority (Filing Agents and Qualified
Individuals) Regulations 2015

In exercise of the powers conferred by section 28J of the Accounting and Corporate Regulatory Authority Act, the Minister for Finance makes the following Regulations:

Citation and commencement

1. These Regulations may be cited as the Accounting and Corporate Regulatory Authority (Filing Agents and Qualified Individuals) Regulations 2015 and come into operation on 15 May 2015.

Definitions

2. In these Regulations, unless the context otherwise requires —

“corporate secretarial agent” means an individual who —

(a)	is carrying on the business of providing corporate secretarial services for one or more companies and has been doing so for at least 3 years in the preceding 5 years; and
(b)	has been a secretary of a company for at least 3 years in the preceding 5 years;

“customer”, in relation to a registered filing agent, means any person who employs or engages the registered filing agent to carry out any transaction with the Registrar using the electronic transaction system on the person’s behalf;

“limited liability partnership” means a limited liability partnership registered under the Limited Liability Partnerships Act (Cap. 163A);

“limited partnership” means a limited partnership registered under the Limited Partnerships Act (Cap. 163B);

“professional number” means a professional number issued by the Chief Executive under regulation 3(1).

Issue of professional numbers

3.—(1) The Chief Executive is to issue to each registered filing agent —

(a)	a unique professional number for the purpose of carrying out any transaction with the Registrar using the electronic transaction system and to access the electronic transaction system; and
(b)	a notice of registration in such form as the Chief Executive may determine.

(2) A professional number issued to a registered filing agent —

(a)	is to be used in conjunction with such authentication code as the Chief Executive may determine; and
(b)	may only be used by one or more of the individuals specified under regulation 5 by whom the registered filing agent may carry out any transaction with the Registrar.

Qualified individuals

4. For the purposes of the definition of “qualified individual” in section 28A of the Act, a qualified individual is any of the following:

(a)	an advocate and solicitor;
(b)	a public accountant registered under the Accountants Act (Cap. 2);
(c)	a member of the Institute of Singapore Chartered Accountants;
(d)	a member of the Association of International Accountants (Singapore Branch);
(e)	a member of the Institute of Company Accountants, Singapore;
(f)	a member of the Chartered Secretaries Institute of Singapore; [S 326/2016 wef 08/02/2016]
(g)	a corporate secretarial agent.

Individuals by whom registered filing agent may act

5.—(1) For the purposes of section 28C(3) of the Act, a registered filing agent may carry out a transaction with the Registrar on behalf of another person using the electronic transaction system only by one or more of the following:

(a)	if the registered filing agent is a registered qualified individual, by the registered filing agent himself or herself in his or her capacity as a registered qualified individual;
(b)	if the registered filing agent is a partnership, limited liability partnership or limited partnership in which one or more partners are registered qualified individuals, by one or more of those partners appointed by the partnership to carry out transactions with the Registrar using the electronic transaction system, each in his or her capacity as a registered qualified individual;
(c)	by any registered qualified individual employed, engaged or appointed by the registered filing agent to carry out transactions with the Registrar using the electronic transaction system;
(d)	by an employee of the registered filing agent, where the employee is appointed by a registered qualified individual referred to in sub‑paragraph (a), (b) or (c) to carry out, under the registered qualified individual’s supervision, transactions with the Registrar using the electronic transaction system.

(2) Where a registered filing agent that is a registered qualified individual carries out any transaction with the Registrar using the electronic transaction system in his or her capacity as a registered qualified individual, the provisions of these Regulations which apply to a registered qualified individual apply to him or her with the necessary modifications.

(3) Where a registered filing agent that is a partnership, limited liability partnership or limited partnership carries out any transaction with the Registrar using the electronic transaction system by any partner in that partner’s capacity as a registered qualified individual, the provisions of these Regulations which apply to a registered qualified individual apply to that partner with the necessary modifications.

“Fit and proper” considerations for registered filing agents

6.—(1) For the purposes of section 28F(4) of the Act, the factors which the Chief Executive may consider in determining whether an applicant for registration as a registered filing agent is a fit and proper person include —

(a)	whether the applicant’s previous conduct and compliance history as a registered filing agent or as a registered qualified individual (if applicable) has been satisfactory;
(b)	whether the applicant has acted in a manner that adversely reflects on the commercial integrity of the applicant, including whether the applicant has committed professional misconduct, breach of fiduciary duty or serious negligence, or caused, contributed to or facilitated the commission of professional misconduct, breach of fiduciary duty or serious negligence by some other person;
(c)	whether the applicant has the capacity and capability to properly fulfil the obligations of a registered filing agent and the terms and conditions of registration; and
(d)	whether it would be contrary to the national or general public interest for the applicant to be registered as a registered filing agent.

(2) For the purposes of section 28F(4) of the Act, the factors which the Chief Executive may consider in determining whether a director or partner of an applicant for registration as a registered filing agent, or any other person taking part in or concerned in the management of the applicant, is a fit and proper person include —

(a)	whether the person’s previous conduct and compliance history as a director, partner or other person taking part in or concerned in the management of a registered filing agent has been satisfactory;
(b)	whether the person has acted in a manner that adversely reflects on the commercial integrity of the person, including whether the person has committed professional misconduct, breach of fiduciary duty or serious negligence, or caused, contributed to or facilitated the commission of professional misconduct, breach of fiduciary duty or serious negligence by some other person; and
(c)	whether it would be contrary to the national or general public interest for the person to be a director, partner, or other person taking part in or concerned in the management of a registered filing agent.

“Fit and proper” considerations for registered qualified individuals

7. For the purposes of section 28G(4) of the Act, the factors which the Chief Executive may consider in determining whether an individual is a fit and proper person for registration as a registered qualified individual include —

(a)	whether the applicant’s previous conduct and compliance history as a registered qualified individual or as a registered filing agent (if applicable) has been satisfactory;
(b)	whether the applicant has acted in a manner that adversely reflects on the commercial integrity of the applicant, including whether the applicant has committed professional misconduct, breach of fiduciary duty or serious negligence or caused, contributed to or facilitated the commission of professional misconduct, breach of fiduciary duty or serious negligence by some other person;
(c)	whether the applicant has the capacity and capability to properly fulfil the obligations of a registered qualified individual and the terms and conditions of registration; and
(d)	whether it would be contrary to the national or general public interest for the applicant to be registered as a registered qualified individual.

Terms and conditions applicable to registered filing agents

8. For the purposes of section 28F(9)(d) of the Act, a registered filing agent must comply with the terms and conditions set out in the First Schedule.

Terms and conditions applicable to registered qualified individuals

9. For the purposes of section 28G(9) of the Act, a registered qualified individual must comply with the terms and conditions set out in the Second Schedule.

Application of terms and conditions

10. The terms and conditions referred to in regulations 8 and 9 apply whether a transaction with the customer is carried out using the electronic transaction system or by other means specified or directed by the Registrar if the electronic transaction system is unavailable.

False information

11.—(1) A registered filing agent who, under the terms and conditions of registration, is required to produce any document, or to provide any information or explanation to the Chief Executive or an officer authorised by the Chief Executive must not —

(a)	produce any document or provide any information or explanation which the registered filing agent knows to be false, does not believe to be true or is reckless as to whether the document, information or explanation is false; or
(b)	intentionally suppress any material fact.

(2) A registered qualified individual who, under the terms and conditions of registration, is required to produce any document, or to provide any information or explanation to the Chief Executive or an officer authorised by the Chief Executive must not —

(a)	produce any document or provide any information or explanation which the registered qualified individual knows to be false, does not believe to be true or is reckless as to whether the document, information or explanation is false; or
(b)	intentionally suppress any material fact.

(3) A person who contravenes paragraph (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both.

Fees

12. The fees payable to the Authority for the purposes of Part VIA of the Act and these Regulations are specified in the Third Schedule.

Made on 6 April 2015.

LIM SOO HOON

Permanent Secretary
(Finance) (Performance),
Ministry of Finance,
Singapore.

[F14.1.42 V1; AG/LLRD/SL/2A/2010/4 Vol. 2]

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