Addendum to JTJB Legal Update March 2015

As an addendum to our legal update dated March 2015, we set out certain key revisions to the Companies Act applicable to foreign companies.

(1) Fewer agents required

Currently, a minimum of 2 agents, natural persons and resident in Singapore, are required when a foreign company is registered in Singapore, for acceptance of service of process or notice, on behalf of the company.

With the revision to the Companies Act, a minimum of 1 agent is required. However, in the event there is only 1 agent, a replacement agent has to be appointed prior to the sole agent being allowed to resign. Also, a foreign company has to appoint a replacement agent within 21 days of the death of the sole agent.

The failure to appoint a replacement agent by a particular permitted time, whether for reasons of death or resignation of the sole agent has been made a new ground for striking off of a foreign company under the revised Companies Act.

(2) Increase in financial reporting requirements for head office accounts

Currently, foreign companies need to file only the balance sheet of its head office (and other documents required by the law of its place of incorporation), together with the audited accounts of its operations in Singapore.

With the revision to the Companies Act, foreign companies will be required to file similar parts of its head office’s accounts as that of local companies, including but not limited to the income statement, statement of changes in equity, statement of cash flow, directors’ report, and auditors’ report, together with the audited accounts of its operations in Singapore.


Note: In our legal update dated March 2015, exempt private companies were described as companies with “less than 50 members”. For clarity, the number of members of exempt private companies is limited to no more than 20 members.

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This update is for general information only and is it not intended to constitute legal advice. JTJB has made all reasonable efforts to ensure the information provided is accurate at the time of publication.

Contributed by:
Loretta Lim

Loretta joined JTJB in December 2012 and is an associate in the corporate and commercial department. Her work includes drafting and reviewing corporate and commercial agreements, tenancy and employment agreements, and advising on the starting up and running of companies and businesses.