Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Act 2023 to come into effect on 1 July 2023

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 Act amends the CA and other legislation to enable the conduct of virtual or hybrid meetings for companies, business trusts, variable capital companies and the Singapore Labour Foundation. Other amendments are to facilitate digitalisation, enhance the ease of doing business, and strengthen the regulatory framework. 

The amendments, which take effect from 1 July 2023, aim to promote a more pro-business environment whilst upholding market confidence and safeguarding public interest. 

The key amendments are as follows:  

a. Provide companies with clarity and flexibility in holding fully virtual and hybrid company meetings, while ensuring that shareholders’ rights are upheld. 

b. Require companies to accept proxy instructions given electronically instead of leaving this to be stipulated in the company’s constitution.

c. Allow relevant intermediaries to appoint multiple proxies to attend and vote at schemes of arrangement meetings.

d. Reduce the disqualification period for first-time disqualified directors from 5 years to 3 years to better reflect the culpability of the director and empower the Registrar to grant disqualified directors the permission to act as director.

e. Provide greater protection to minority shareholders with the revised manner of computing the threshold required for compulsory acquisition of shares.

f. Increase maximum penalties imposed for offences relating to not having true and fair financial statements in compliance with the  Accounting Standards in Singapore.

More information can be found here.