Alternate address: one person, one location
Under the historical arrangement, an individual used one alternate address across officer appointments because the person had to be locatable there. A CSP could file once across companies, LLPs, LPs and businesses for a one-time S$40 fee. Directors could share the company address only if they could actually be located there; an overseas director might not be physically present. These are former service and fee arrangements, not a statement of the present contact-address system.
Dormancy and all eight disregarded transactions
Dormancy meant no accounting transaction during the financial year, disregarding eight matters: initial shares taken by a subscriber under the memorandum; appointment of a secretary; appointment of an auditor; registered-office maintenance; keeping registers and books; statutory fees and charges; statutory composition payments; and nominal receipts or payments not exceeding S$5,000. Insolvency did not itself prevent preparation relief where the company was unlisted, was not a listed-company subsidiary and had total assets no more than S$500,000. The FAQ still required an AGM unless a private company dispensed with it where no other resolutions needed tabling. That statement predates subsequent AGM reforms.
Dormant directors’ statement and effective year
ACRA supplied no prescribed attachment or template, but the directors’ statement still had to meet sections 201A and 205B. For financial-statement preparation relief, it stated that the company had been dormant since formation or the previous year-end, that no section 201A(3) notice had been received for the year, and that accounting and other records had been kept in accordance with section 199. The exemption applied to financial years ending on or after 3 January 2016. The absence of a template did not remove these content requirements.
Constitutions and three intermediary categories
Existing memorandum/articles became constitutions on 3 January 2016; model adoption is optional. Fixed-point models remain fixed until amendment; time-to-time models automatically incorporate legal model changes. Relevant intermediaries appoint more than two proxies without constitutional amendment; to extend processing cut-off to up to 72 hours amend the constitution. CPF investors may attend/vote as proxies. Intermediaries are licensed banks or wholly-owned banking subsidiaries providing nominee services and holding in that capacity; licensed securities custodians holding in that capacity; and CPF Board intermediary holdings under CPF regulations.
Director age wording and defence funding
The FAQ broadly says no age limit; this should not be taken as a complete statement of minimum-age/capacity eligibility. Its focus does not supply those separate requirements. A company may lend defence costs for alleged negligence, default or duty/trust breach in civil/criminal proceedings, on specified terms. Repay/discharge company liability if convicted, judgement is against the director, or relief is refused. This conditional funding is not immunity from liability.
CEO disclosures and historical different-vote shares
The disclosure requirements extended to CEOs of all companies. They covered conflicts involving transactions or proposed transactions, or arising from an office or property, and holdings of company shares, debentures, rights and options. For CEOs of unlisted companies, the securities disclosure excluded related-corporation securities and participatory interests made available by the company or related corporations. Disclosure was to the company and recorded in its register. Different-voting-right shares became possible under company law, but listed issuers still needed to comply with SGX and MAS requirements. The source’s statement that listing policy remained under review describes its historical context.
Debarment differs from repeated-strikeoff disqualification
Section 155B debarment is discretionary when filings are at least three months late, with written notice, show-cause representations and consideration of default reasons; it bars new director/secretary appointments. Section 155A disqualification applies when at least three companies in which the person is director are struck off by ACRA-initiated reviews within five years. Applicant-requested strikeoffs do not count, and only strikeoffs on/after 3 January 2016 count. The FAQ does not supply a disqualification duration, so none is inferred.
Foreign accounts, representatives and every additional ground
A foreign company could use financial statements prepared under its incorporation-place law where that law required Singapore-similar standards or standards acceptable to the Registrar, without preparing a fresh Singapore set. The term agent became authorised representative without reducing responsibility, and at least one representative was required. Existing grounds involving cessation of Singapore business or a business location, and unlawful or prejudicial purposes, remained. The three additional grounds were: no response or action for twelve months where a representative wished to resign but had no replacement; no instructions for twelve months after a query about continuing or cancelling registration; and no replacement more than six months after the sole representative’s death. These grounds have distinct triggers and starting points.
Official source
This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.
Read the official PDF ↗