As part of the Ministry of Finance (MOF) and ACRA’s regular review of the Companies Act 1967 (CA), the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Bill was passed by Parliament on 9 May 2023. The amendments aim to promote a more pro-business environment whilst upholding market confidence and safeguarding public interest. 

The Bill will amend the CA to enable the conduct of virtual company meetings.

The Bill also amends the Business Trusts Act 2004, the Variable Capital Companies Act 2018 and the Singapore Labour Foundation Act 1977 to permanently provide business trusts, variable capital companies and the Singapore Labour Foundation with the option to conduct fully virtual or hybrid meetings, consistent with amendments that have been made to the CA.

Key Legislative Changes

Facilitate digitalisation
Key changes Reasons for the amendments
Allow companies to hold fully virtual and hybrid company meetings.

Clarify that the CA does not prohibit board meetings from being held virtually.
Provide companies with clarity and flexibility in holding fully virtual and hybrid meetings, while ensuring that shareholders’ rights are upheld. 
Require companies to accept proxy instructions given by electronic means instead of leaving this to be stipulated in the company’s constitution. Encourage shareholder engagement by making it easier for shareholders to appoint proxies to exercise their votes.
Enhance the ease of doing business
Key changes Reasons for the amendments
Apply the multiple proxies regime to schemes of arrangement (SOA) meetings by removing the one proxy rule in section 181(1B) of the CA. Enfranchise beneficial shareholders (who hold shares through relevant intermediaries1) for SOA meetings and ensure consistency in the treatment of proxies for SOA meetings and all other company meetings, where relevant intermediaries are allowed to appoint multiple proxies.
Enhance the regime for disqualification under section 155A of the CA, including:

(a) reducing the length of automatic disqualification for first-time offenders from 5 years to 3 years; and 

(b) empowering the Registrar to grant leave to disqualified directors, in addition to directors’ existing right to seek leave from the High Court.
Tailor the disqualification period to better reflect the culpability of the director, by reducing the disqualification period for first-time disqualified directors to three years, while keeping the disqualification period for repeat disqualified directors at five years. 

Provide another avenue which could be more cost-efficient for disqualified directors to obtain leave.
Remove restriction of certain companies to hold land under sections 23(2)-(5) of the CA. Reduce regulatory burden for such companies.
1A relevant intermediary is a bank providing nominee services, a person who provides custodial services and has the capital markets services license to do so, and the CPF Board in their role as an intermediary.

Strengthen the regulatory framework
Key changes Reasons for the amendments 
Exclude shares held by persons connected with the offeror from the computation of the 90% threshold for compulsory acquisition under section 215 of the CA. Provide greater protection to minority shareholders. 
Increase the maximum punishment for offences pertaining to financial statements/profit and loss accounts of companies/foreign companies not giving a true and fair view and complying with the Accounting Standards to a maximum fine of $250,000 (if there is no intent to defraud) and a maximum fine of $250,000 and/or up to 3 years’ imprisonment (if there is intent to defraud). Update the maximum punishment to reflect the severity of the offence and deter wrongdoing.

For more information and related FAQs on the above amendments, please click here (PDF, 147KB).

Implementation Timeline

The provisions relating to virtual company meetings and other amendments came into effect on 1 July 2023.
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