Singapore Companies Act 1967
Provision and use of residential address
173G.—(1) Subject to this section, a director, a chief executive officer and a secretary of a company that is incorporated on or after 3 January 2016 is required to give notice to the Registrar of the following:
(a) at incorporation or within 14 days after the date of his or her appointment (as the case may be) his or her residential address, unless his or her residential address has already been entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173;
(b) if there is any change to his or her residential address, the particulars of the change within 14 days after the change, unless such change has already been entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) kept by the Registrar under section 173.
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(2) In the case of a company incorporated before 3 January 2016 —
(a) a director, chief executive officer and secretary of the company is required to give notice to the Registrar of the following:
(i) any change in his or her residential address that was lodged with the Registrar under section 173 in force immediately before that date within 14 days after the change, unless such change has already been entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) kept by the Registrar under section 173;
(ii) any subsequent change in his or her residential address within 14 days after the change, unless such change has already been entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) kept by the Registrar under section 173;
(b) if the address that is entered as the residential address of a chief executive officer or a secretary under section 173D(3)(a) or (b) is not the individual’s residential address, the chief executive officer or secretary (as the case may be) is required to give notice to the Registrar of the individual’s residential address within 14 days after 3 January 2016, unless the residential address has, pursuant to a notice by the company under section 173A(1)(b)(ii), already been entered in the register of chief executive officers or the register of secretaries (as the case may be) kept by the Registrar under section 173.
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(3) Where a director, chief executive officer or secretary of a company has made a report of a change of his or her residential address under section 10 of the National Registration Act 1965, he or she is taken to have notified the Registrar of the change in compliance with subsection (1)(b) or (2), whichever subsection is applicable.
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(4) Despite section 12 or 12A, where on or after 3 January 2016, the residential address of a person is notified to the Registrar under subsection (1) or (2), or is transmitted to the Registrar by the Commissioner of National Registration under section 11 of the National Registration Act 1965, the residential address of the individual is protected from disclosure and is not available for public inspection or access except as provided for under this section or where the individual’s residential address is entered in the register of directors, register of chief executive officers or register of secretaries kept by the Registrar under section 173.
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(5) Where —
(a) the alternate address of a director, chief executive officer or secretary is entered in the register of directors, register of chief executive officers or register of secretaries (as the case may be) that is kept by the Registrar under section 173(1)(a), (b) or (c), respectively; and
(b) the circumstances set out in subsection (6) apply,
the Registrar may enter the residential address of the director, chief executive officer or secretary in the respective register of directors, register of chief executive officers or register of secretaries, as the case may be.
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(6) Subsection (5) applies where —
(a) communications sent by the Registrar under this Act, or by any officer of the Authority under any ACRA administered Act to the director, chief executive officer or secretary (as the case may be) at his or her alternate 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 under any ACRA administered Act at the alternate address is not effective to bring it to the notice of the director, chief executive officer or secretary, as the case may be.
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(7) Before proceeding under subsection (5), the Registrar must give notice to the director, chief executive officer or secretary affected, and to every company of which the Registrar has been notified under this Act that the individual is a director, chief executive officer or secretary, as the case may be.
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(8) The notice mentioned in subsection (7) must —
(a) state the grounds on which it is proposed to enter the individual’s residential address in the register of directors, register of chief executive officers or register of secretaries, as the case may be; and
(b) specify a period within which representations may be made before that is done.
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(9) The Registrar must take account of any representations received within the specified period.
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(10) Where the Registrar enters the residential address in the register of directors, register of chief executive officers or register of secretaries under subsection (5), the Registrar must give notice of that fact to the director, chief executive officer or secretary affected, and to every company of which the Registrar has been notified under this Act that the individual is a director, chief executive officer or secretary, as the case may be.
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(11) A notice to a director, chief executive officer or secretary under subsection (7) or (10) must be sent to the individual at his or her 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.
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(12) Where the Registrar enters an individual’s residential address in the register of directors, register of chief executive officers or register of secretaries under subsection (5), or a Registrar appointed under any other ACRA administered Act discloses and makes available for public inspection under that Act the particulars of an individual’s residential address under a provision of that Act equivalent to subsection (5) —
(a) the residential address ceases to be protected under subsection (4) from disclosure or from public inspection or access; and
(b) the individual is not, for a period of 3 years after the date on which the residential address is entered in the register of directors, register of chief executive officers or register of secretaries, allowed to provide an alternate address under section 173B(1)(b) or 173E(4).
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(13) Nothing in this section applies to any information lodged with the Registrar or deemed to be lodged before 3 January 2016 or prevents such information from being disclosed or from being available for public inspection or access.
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(14) Nothing in this section prevents the residential address of an individual that is notified to the Registrar under subsection (1) or (2), or is transmitted to the Registrar by the Commissioner of National Registration under section 11 of the National Registration Act 1965 from —
(a) being used by the Registrar for the purposes of any communication with the individual;
(b) being disclosed for the purposes of issuing any summons or other legal process against the individual for the purposes of this Act or any other written law;
(c) disclosure in compliance with the requirement of any court or the provisions of any written law;
(d) disclosure for the purpose of assisting any public officer or officer of any other statutory body in the investigation or prosecution of any offence under any written law; or
(e) disclosure in such other circumstances as may be prescribed.
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(15) Any individual aggrieved by the decision of the Registrar under subsection (5) may, within 30 days after the date of receiving the notice under subsection (10), appeal to the Court which may confirm the decision or give such directions in the matter as seem proper or otherwise determine the matter.
(16) In this section, “ACRA administered Act” means the Accounting and Corporate Regulatory Authority Act 2004 and any of the written laws specified in the Second Schedule to that Act.
Registers
12.—(1) The Registrar is, subject to this Act, to keep such registers as the Registrar considers necessary in such form as he or she thinks fit.
(2) Any person may, on payment of the prescribed fee —
(a) inspect any document, or if there is a microfilm of any such document, that microfilm, filed or lodged with the Registrar;
(b) subject to subsection (2AA), require a copy of the notice of incorporation of a company, any certificate issued under this Act, any document or extract from any document kept by the Registrar to be given or certified by the Registrar;
(c) inspect any register of directors, chief executive officers, secretaries or auditors kept by the Registrar under section 173(1) or require a copy of or an extract from any such register; or
(d) inspect the register of members of any private company kept by the Registrar under section 196A or require a copy of or an extract from any such register.
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(2AA) A certificate of confirmation of incorporation mentioned in section 17(9) or 19(7) may only be issued to the company upon an application made in accordance with those provisions.
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(2A) Subsection (2)(a), (b) and (d) does not apply to such exempt private company that is wholly owned by the Government as the Minister may, by notification in the Gazette, specify where the Minister considers that it would not be in the public interest for —
(a) any document relating to any such company maintained by the Registrar in whatever form to be inspected by any member of the public; and
(b) any certificate or copy of or extract from any document relating to any such company to be given or certified to any member of the public.
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(2B) Despite the cancellation of any notification mentioned in subsection (2A) in respect of a company, subsection (2)(a), (b) and (d) does not apply to any document or certificate relating to that company that is filed or lodged with the Registrar, or issued under the Act, before the date of such cancellation, whether or not that company remains an exempt private company wholly owned by the Government, and whether or not it has been wound up.
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(2C) Despite subsection (2), a director, chief executive officer, secretary, auditor or member of a company may, without charge —
(a) inspect the register of directors, register of chief executive officers, register of secretaries and register of auditors of that company kept by the Registrar under section 173(1); or
(b) obtain from the Registrar a copy of or an extract from the register of directors, register of chief executive officers, register of secretaries and register of auditors of that company kept by the Registrar under section 173(1).
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(2D) Despite subsection (2), a director, chief executive officer, secretary, auditor or member of a private company may, without charge —
(a) inspect the register of members of that company kept by the Registrar under section 196A; or
(b) obtain from the Registrar a copy of or an extract from the register of members of that company kept by the Registrar under section 196A.
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Evidentiary value of copies certified by Registrar
(3) A copy of or an extract from any document (including a copy produced by way of microfilm) filed or lodged with the Registrar using a non‑electronic medium that is certified to be a true copy or extract by the Registrar is in any proceedings admissible in evidence as of equal validity with the original document.
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Evidence of statutory requirements
(4) In any legal proceedings, a certificate issued by the Registrar that a requirement of this Act specified in the certificate —
(a) had or had not been complied with at a date or within a period specified in the certificate; or
(b) had been complied with upon a date specified in the certificate but not before that date,
shall be received as prima facie evidence of the matters specified in the certificate.
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Registrar may refuse to register or receive document
(5) If the Registrar is of the opinion that any document submitted to him or her —
(a) contains any matter contrary to law;
(b) by reason of any omission or misdescription has not been duly completed;
(c) does not comply with the requirements of this Act; or
(d) contains any error, alteration or erasure,
he or she may refuse to register or receive the document and request that the document be appropriately amended or completed and resubmitted or that a fresh document be submitted in its place.
Destruction or transfer of old records
(6) If the Registrar is of the opinion that it is no longer necessary or desirable to retain any document lodged, filed or registered with the Registrar and which has been microfilmed or converted to electronic form, the Registrar may —
(a) destroy the document with the authorisation of the National Library Board under section 17 of the National Library Board Act 1995; or
(b) transfer the document to the National Archives of Singapore under section 16 of that Act.
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(7) In subsection (3), “non‑electronic medium” means a medium other than the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004.
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Electronic transaction system
12A.—(1) The Registrar may —
(a) require or permit any person to carry out any transaction with the Registrar under this Act; and
(b) issue any approval, certificate, notice, determination or other document pursuant or connected to a transaction mentioned in paragraph (a),
using the electronic transaction system established under Part 6A of the Accounting and Corporate Regulatory Authority Act 2004.
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(2) If the Registrar is satisfied that a transaction should be treated as having been carried out at some date and time earlier than the date and time which is reflected in the electronic transaction system, the Registrar may cause the electronic transaction system and the registers kept by the Registrar to reflect such earlier date and time.
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(3) The Registrar must keep a record whenever the electronic transaction system or the registers are altered under subsection (2).
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(4) In this section —
“document” includes any application, form, report, certification, notice, confirmation, declaration, return or other document (whether in electronic form or otherwise) filed or lodged with, or submitted to, the Registrar;
“transaction”, in relation to the Registrar, means —
(a) the filing or lodging of any document with the Registrar, or the submission, production, delivery, furnishing or sending of any document to the Registrar;
(b) any making of any application, submission or request to the Registrar;
(c) any provision of any undertaking or declaration to the Registrar; and
(d) any extraction, retrieval or accessing of any document, record or information maintained by the Registrar.
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