The Singapore Companies Act is the primary legislation governing the incorporation, administration, and regulation of companies in Singapore. It provides the legal framework for corporate governance, management, and compliance requirements for companies operating in Singapore. The Companies Act is administered by the Accounting and Corporate Regulatory Authority (ACRA), which is the regulatory body overseeing corporate entities in Singapore.
Key features and provisions of the Singapore Companies Act include:
- Incorporation and Registration: The Companies Act sets out the procedures and requirements for incorporating different types of companies in Singapore, such as private limited companies, public companies, and foreign companies. It outlines the documentation needed for registration, minimum capital requirements, and the responsibilities of company directors and shareholders.
- Corporate Governance: The Companies Act establishes rules and standards for corporate governance, including the duties and responsibilities of company directors and officers, shareholder rights, and the conduct of shareholder meetings. It also requires companies to maintain proper accounting records and prepare financial statements following the Singapore Financial Reporting Standards (SFRS).
- Share Capital and Ownership: The Companies Act regulates the issuance, transfer, and management of shares in Singapore companies. It specifies the procedures for issuing shares, the rights and obligations of shareholders, and the maintenance of share registers. It also governs corporate actions such as share buybacks, capital reductions, and dividends.
- Financial Reporting and Disclosure: Companies incorporated under the Companies Act are required to prepare and file annual financial statements with ACRA. The Companies Act sets out the accounting and auditing requirements for these financial statements, as well as the deadlines for filing annual returns and other corporate documents.
- Corporate Transactions and Restructuring: The Companies Act governs corporate transactions such as mergers, acquisitions, and reconstructions. It provides procedures for obtaining shareholder approval, creditor protection, and regulatory clearance for these transactions. It also regulates corporate insolvency and provides mechanisms for dealing with insolvent companies, including voluntary and compulsory liquidation.
- Compliance and Enforcement: The Companies Act imposes various compliance obligations on companies, directors, and officers to ensure adherence to corporate laws and regulations. ACRA has the authority to investigate corporate misconduct, impose penalties for non-compliance, and enforce legal remedies for breaches of corporate duties and obligations.