Business Registration Act, Cap 32
Section 14 (1) – Failure to notify the Registrar of changes made in any particulars registered in respect of any person or of the business carried on by him within 14 days after the change.
Section 26 (1) – Being an undischarged bankrupt who directly or indirectly takes part in or is concerned in the management of any business carried on by any person required to be registered under this Act, without the leave of the High Court or the written permission of the Official Assignee.
Section 27 (a) – A person who carries on business without so registered or continues to carry on business after the expiry or cancellation of his registration.
Section 27 (d) – A person who makes any statement or furnishes any information to the Registrar under the provisions of this Act which is false in any material particular or by reason of the omission of any material particular and which he either knows or has reason to believe is false
Companies Act, Cap 50
Section 82(1) – Failure of Substantial Shareholder to notify company of its interests
A person who is a substantial shareholder in a company fails to give notice in writing to the company stating his name and address and full particulars (including unless the interest or interests cannot be related to a particular share or shares the name of the person who is registered as the holder) of the voting shares in the company in which he has an interest or interests and full particulars of each such interest and of the circumstances by reason of which he has that interest.
Section 82 (2) states that the notice shall be given —
(a) if the person was a substantial shareholder on 1st October 1971 — within one month after that date; or
(b) if the person became a substantial shareholder after that date — within 2 business days after becoming a substantial shareholder.
(3) The notice shall be so given notwithstanding that the person has ceased to be a substantial shareholder before the expiration of whichever period referred to in subsection (2) is applicable.
Section 142 (1) – Failure of a company to have a Registered office address
A company shall as from the date of its incorporation have a registered office within Singapore to which all communications and notices may be addressed and which shall be open and accessible to the public for not less than 3 hours during ordinary business hours on each day, Saturdays, weekly and public holidays excepted. Failure to do so is an offence under section 142(2) of the Act.
Section 143 (1) – Failure to notify the Registrar of any change in the situation of the registered office address and office hours
A company is required to lodge a notice in the prescribed form within 14 days of any change in the situation of the registered office, the days and hours during which it is open and accessible to the public, with the Registrar. Failure to do so is an offence under section 143 (2) of the Act.
Section 144 – Failure to publish Company’s Name and Registration Number
Section 144 (1) states that the name of a company shall appear in legible romanised letters on its seal; and all business letters, statements of account, invoices, official notices, publications, bills of exchange, promissory notes, indorsements, cheques, orders, receipts and letters of credit of or purporting to be issued or signed by or on behalf of the company.
Section 144 (1A) states that the registration number of a company shall appear in a legible form on all business letters, statements of account, invoices, official notices and publications of or purporting to be issued or signed by or on behalf of the company.
Section 145 (1) – Requirement to have at least one ordinarily resident director in Singapore
Every company shall have at least one director who is ordinarily resident in Singapore and, where the company only has one member, that sole director may also be the sole member of the company.
Section 148 (1) – Disqualification to act as director of company due to bankruptcy
Every person who, being an undischarged bankrupt (whether he was adjudged bankrupt by a Singapore Court or a foreign court having jurisdiction in bankruptcy), shall not act as a director of, or directly or indirectly takes part in or is concerned in the management of, any corporation, except with the leave of the Court or the written permission of the Official Assignee. If found guilty, the person shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
Section 154 (1) – Disqualification to act as director on conviction for certain offences
A person who has been convicted (whether in Singapore or elsewhere of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more, shall be disqualified to act as a director under the said section.
Section 155 (1) – Disqualification to act as director for persistent default in relation to delivery of documents to Registrar
A person has been persistently in default in relation to relevant requirements of this Act and that person, within a period of 5 years after he has last been adjudged guilty of any offence or has had made against him an order under section 13 or 399 in relation to any such relevant requirements of this Act, without the leave of the Court, cannot act as a director or promoter of, or is in any way directly or indirectly concerned or takes part in the management of a company. If found guilty, the person shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
Section 173 (6) – Failure to notify the Registrar of changes in the Register of directors, managers, secretaries and auditors
Section 173 (6) (a) (i) states that a company shall lodge with the Registrar within one month after a person becomes or ceases to be a director of a company a return in the prescribed form notifying the Registrar of that fact and containing with respect to that person, the particulars required to be specified in the register.
Section 173 (6) (c) states that a company shall lodge with the Registrar within one month after a person becomes a manager, secretary or auditor of a company a return in the prescribed form notifying the Registrar of that fact and containing with respect to that person, the particulars required to be specified in the register.
Section 173 (6) (d) states that a company shall lodge with the Registrar within one month after a person ceases to be a manager, secretary or auditor of a company a return in the prescribed form notifying the Registrar of that fact and containing with respect to that person, the particulars required to be specified in the register.
Failure to comply with any of the above sections is an offence under section 173(7B) of the Act and every officer of the company who is in default shall each be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
Section 173 (6A) – Any director of a company who becomes disqualified from acting as such by virtue of section 148 or 155 or who resigns from office may himself lodge with the Registrar the return referred to in subsection (6) (a) if he has reasonable cause to believe that the company will not lodge the return with the Registrar.
Section 175 – Failure to hold the Annual General Meeting within the stipulated timeframe
Section 175 (1) states that a private limited company is required under the Companies Act, Cap 50 to hold its Annual General Meeting (AGM) once in every calendar year and not more than 15 months (18 months for a new company) after the last AGM. If default is made in holding an annual general meeting, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
Section 197 – Failure to lodge the Annual Return of the company within one month from the date of holding the Annual General Meeting
Section 197(4) states that the annual return of the company shall be lodged with the Registrar within one month or in the case of a company keeping pursuant to its articles a branch register in any place outside Singapore within two months after the date of holding the annual general meeting. If a company fails to comply with this section, the company and every officer of the company who is in default shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 and also to a default penalty.
Section 201 – Requirement to lay at its Annual General Meeting a profit and loss account within the stipulated timeframe
Section 201 (1) states that the directors of the company shall lay before the company at its Annual General Meeting, a profit and loss account that is not more than 6 months old (for private limited company) and 4 months old (for public listed company).
Section 401 – Providing a False and Misleading Statement
401 (2) states that every person who in any return, report, certificate, balance-sheet or other document required by or for the purposes of this Act wilfully makes or authorises the making of a statement false or misleading in any material particular knowing it to be false or misleading or wilfully omits or authorises the accession of any matter or thing without which the document is misleading in a material respect 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.
Section 405 – Penalty for carrying business without registering a corporation and for improper use of words Limited and Berhad (Unregistered entity)
If any person uses any name or title or trades or carries on business under any name or title of which “Limited”, “Berhad”, “Company”, “Corporation” or “Incorporated” or any abbreviation, imitation or translation of any of those words is the final word, or in any way holds out that the business is registered or incorporated that person shall, unless at that time the business was duly incorporated under this Act or registered under the Limited Liability Partnerships Act 2004 or the Business Registration Act, be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
Limited Liability Partnerships Act, Cap. 163A
Section 22 – Requirement of Having Minimum 2 partners
Section 22(1) states that every limited liability partnership shall have at least 2 partners.
Section 22(2) states that if a limited liability partnership carries on business with fewer than 2 partners for a period of more than 2 years, a person shall (notwithstanding section 8 (1) and (2)) be personally liable, jointly and severally with the limited liability partnership, for any obligation of the limited liability partnership incurred during the period that the limited liability partnership so carries on business after those 2 years if, at the time the obligation was incurred, he was a partner of the limited liability partnership; and knew that the limited liability partnership was carrying on business with fewer than 2 partners for a period of more than 2 years.
Section 23 – Requirement of Having a Manager
Section 23(1) states that every limited liability partnership shall ensure that it has at least one manager who is a natural person; has attained the age of 18 years and is otherwise of full legal capacity; and is ordinarily resident in Singapore.
Section 23(2) states that every limited liability partnership shall ensure that the particulars of every person who acts as manager of the limited liability partnership and his consent to act as such are lodged with the Registrar in such medium and form as the Registrar may determine.
Section 26 – Requirement of Having a Registered Office
Section 26 states that every limited liability partnership shall have a registered office within Singapore to which all communications and notices may be addressed.
Section 28 – Requirement for Registration of changes in particulars for LLP
Section 28(1) states that whenever a change is made or occurs in any of the particulars registered in respect of any limited liability partnership, that limited liability partnership shall, within 14 days after the change, or such further period as the Registrar may on application allow, lodge with the Registrar a statement specifying the nature and date of the change, and containing such other information as may be prescribed.
Section 28(2) states that any person who ceases to be a partner or manager of a limited liability partnership may himself lodge with the Registrar the statement referred to in subsection (1) if he has reasonable cause to believe that the limited liability partnership will not lodge the statement with the Registrar.
Section 24 – Requirement for filing Annual declaration of solvency or insolvency
Section 24(2) states that the declaration referred to in subsection (1) shall be lodged not later than 15 months after the registration of the limited liability partnership and subsequently once in every calendar year at intervals of not more than 15 months.
Section 24(4) states that if a limited liability partnership fails to lodge the declaration referred to in subsection (1) within the time or extended time referred to in subsections (2) and (3), the limited liability partnership shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
Section 33 - Restriction on undischarged bankrupt being manager of limited liabilitypartnership
Section 33(1) states that any person who, being an undischarged bankrupt (whether he was adjudicated bankrupt by a court in Singapore or elsewhere), acts as manager of any limited liability partnership without the leave of the High Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.
Limited Partnerships Act 2008
Section 18 - Requirement for Registration of changes in particulars for LP
Section 18(1) states that whenever a change is made or occurs in any of the particulars registered in respect of any limited partnership, a general partner of the limited partnership shall, within 14 days after the change, or such further period as the Registrar may on application allow, lodge with the Registrar a statement specifying the nature and date of the change, and containing such other information as may be prescribed.
Section 18(2) states that where a person has ceased to be a partner or local manager of a limited partnership, that person may lodge with the Registrar a statement under subsection (1) in respect of that change if he has reasonable cause to believe that no general partner of the limited partnership will lodge the statement with the Registrar.
Section 19 - Cessation of business
Section 19(1) states that where any limited partnership registered under this Act has ceased to carry on business, a general partner of the limited partnership may lodge with the Registrar a notice in such form as the Registrar may determine notifying the Registrar that the limited partnership has ceased to carry on business.
Section 29 - Restriction on undischarged bankrupt being manager
Section 29(1) states that any person who, being an undischarged bankrupt (whether he was adjudicated bankrupt by a Singapore court or a foreign court having jurisdiction in bankruptcy), directly or indirectly, takes part in or is concerned in the management of any limited partnership required to be registered under this Act, without the leave of the High Court or the written permission of the Official Assignee, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.