Form a company in singapore acts

Form a company in singapore acts

The significant amendments brought in through Companies (Amendment) Ordinance, 2018 were summarised in our earlier alert which has been included as Annexure 1 to this alert. This alert seeks to summarise the additional amendments which were not part of the Companies (Amendment) Second Ordinance, 2019.


1. Prospectus to be filed with the Registrar (Section 26, 35, 398)

The requirement for Registration of prospectus has been done away with and is now substituted with filing of prospectus with the Registrar. Consequential amendments in Section 35 pertaining to civil liability for misstatements in prospectus and Section 398 w.r.t filing of applications and registration by registrar in electronic form has also been modified.

2. Offer of securities in dematerialised form (Section 29)

The CG would now prescribe the class of companies (not restricted to public companies), which would be mandatorily required to issue securities only in dematerialised form. Further such (to be) prescribed class of unlisted companies shall issue/hold or transfer securities in accordance with the procedures laid down under Depositories Act, 1996.

3.Identification of Significant Beneficial Owner (SBO) (Section 90)



Provisions of Section 90 have been amended to cast a responsibility on the Company to take necessary steps to identify an individual who is an SBO, the failure of which shall be punishable with fine in the range of Rs. 10 lakhs to Rs. 50 lakhs and where the failure is a continuing one, with a further fine which may extend to Rs. 1,000 per day. The CG has been empowered to make rules for the purpose of this section. In this regard, it may be noted that the CG had earlier notified Companies (Significant Beneficial Ownership) Rules, 2018 duly amended in February 2019.

However, the provisions related to imprisonment of the individual for failure to make declaration as provided by the Companies (Amendment) Second Ordinance 2019 has been dropped in Companies (Amendment) Act, 2019.
4.. Constitution of National Financial Reporting Authority (NFRA) (Section 132)

The provisions related to constitution and discharge of functions by NFRA have been amended to provide that NFRA shall perform its functions through such divisions as may be prescribed by the CG and each of such division shall be presided by the Chairperson or a full-time member authorised by the Chairperson. Executive body of NFRA shall consist of the Chairperson and full-time Members for efficient discharge of its certain functions.
5. Corporate Social Responsibility (CSR) (Section 135)

In relation to Corporate Social Responsibility (CSR) expenditure, the following amendments have been done:-

ü in respect of an ongoing project, the unspent portion of prescribed CSR expenditure shall be transferred to a separate bank account and ensure relevant spend within a period of 3 years. Any unspent amount at the end of 3 years shall subsequently be transferred to a Fund specified in Schedule VII. Such fund as prescribed in Schedule VII shall include Prime Ministers’ National Relief Fund, Swachh Bharat Kosh, Clean Ganga Fund etc.

ü in other cases, transfer the unspent portion of prescribed CSR expenditure to a fund specified in Schedule VII within 6 months of the end of the financial year.






6. Investigation by Serious Fraud Investigation Office (SFIO) (Section 212)

W.r.t investigation into the affaris of the Company by SFIO under Section 212, it has been provided that any officer not below the rank of Assistant Director of SFIO may arrest any person in accordance with the provisions of this section, if so authorised.

7. Application to Tribunal for inquiry on conduct (Section 241/242 and 243)

The CG may now prescribe such company or class of companies in which, applications made w.r.t affairs of the company being conducted in prejudice to public interest, shall be made only before the Principal Bench of NCLT and shall be dealt with by such Bench.

8.Power of Registrar to present petition for winding up– Section 272)

The registrar may now present a petition of winding up to the Tribunal on the ground that it is just and equitable to do so.



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