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Long Title

Enacting Formula

Part 1 PRELIMINARY

Part 2 REGISTRATION

Part 3 MISCELLANEOUS

THE SCHEDULE Consequential and related amendments to other written laws

 
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REPUBLIC OF SINGAPORE
GOVERNMENT GAZETTE
ACTS SUPPLEMENT
Published by Authority

NO. 36] Friday, November 28 [2014

The following Act was passed by Parliament on 8th October 2014 and assented to by the President on 6th November 2014:—
Business Names Registration Act 2014

(No. 29 of 2014)


I assent.

TONY TAN KENG YAM,
President.
6th November 2014.
Date of Commencement: 3rd January 2016
An Act to repeal and re-enact with amendments the Business Registration Act (Chapter 32 of the 2004 Revised Edition) so as to provide for the registration of persons carrying on business in Singapore and their business names, to make consequential and related amendments to certain other written laws and for matters connected therewith.
Be it enacted by the President with the advice and consent of the Parliament of Singapore, as follows:
PART 1
PRELIMINARY
Short title and commencement
1.  This Act may be cited as the Business Names Registration Act 2014 and shall come into operation on such date as the Minister may, by notification in the Gazette, appoint.
Interpretation
2.
—(1)  In this Act, unless the context otherwise requires —
“alternate address” means an alternate address maintained with the Registrar under section 30(2) that meets the requirements of that section;
“authorised representative” means an authorised representative appointed under section 11(1);
“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act (Cap. 2A);
“business” includes every form of trade, commerce and profession, and any other activity, that is carried on for the purposes of gain, but does not include any office, employment or occupation;
“business name” means the name under which a person carries on business;
“certificate of confirmation of registration” means a certificate issued under section 8(2);
“company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);
“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes —
(a)
any company;
(b)
any limited liability partnership registered under the Limited Liability Partnerships Act (Cap. 163A); and
(c)
any foreign company;
“document” means —
(a)
any application, form, report, certification, notice, confirmation, declaration or other document to be filed or lodged with or submitted to the Registrar; or
(b)
any certificate, notice or other document to be issued by the Registrar;
“firm” means an unincorporated body of —
(a)
2 or more individuals;
(b)
one or more individuals and one or more corporations; or
(c)
2 or more corporations,
who have entered into partnership with one another with a view to carrying on business for profit;
“foreign company” has the same meaning as in section 4(1) of the Companies Act;
“individual” means a natural person and, where appropriate, includes —
(a)
an administrator, an executor, a liquidator, a trustee, a nominee, or a guardian of the individual; or
(b)
a donee or deputy appointed under the Mental Capacity Act (Cap. 177A) in respect of the individual,
having direct control or management of the business carried on by the individual;
“individual proprietor” means an individual carrying on business as a sole proprietor;
“inspector” means a person authorised in writing by the Registrar under section 32(1) to be an inspector for the purposes of this Act;
“notice of registration” means a notice issued under section 8(1)(b);
“register” means the register kept under this Act;
“registered” means registered under this Act;
“registered business name” means the business name in respect of which a person is registered under section 8;
“Registrar” means the Registrar of Business Names appointed under section 3(2) and includes any Deputy Registrar or Assistant Registrar of Business Names appointed under that section;
“residential address”, in relation to an individual, means the individual’s usual place of residence.
(2)  A person who has a place of business in Singapore is to be treated as carrying on business in Singapore for the purposes of this Act.
(3)  Despite subsection (2), a foreign company is not to be treated as carrying on business in Singapore for the reason only that in Singapore it —
(a)
is or becomes a party to any action or suit or any administrative or arbitration proceeding, or effects settlement of an action, a suit or a proceeding or of any claim or dispute;
(b)
holds meetings of its directors or shareholders or carries on other activities concerning its internal affairs;
(c)
maintains any bank account;
(d)
effects any sale through an independent contractor;
(e)
solicits or procures any order which becomes a binding contract only if such order is accepted outside Singapore;
(f)
creates evidence of any debt or creates a charge on movable or immovable property;
(g)
secures or collects any of its debts or enforces its rights in regard to any securities relating to such debts;
(h)
conducts an isolated transaction that is completed within a period of 31 days, but not being one of a number of similar transactions repeated from time to time;
(i)
invests any of its funds or holds any property;
(j)
establishes a share transfer or share registration office in Singapore;
(k)
effects any transaction through its related corporation licensed or approved under any written law by the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act (Cap. 186), and under an arrangement approved by that Authority; or
(l)
carries on such other activity as may be prescribed.
(4)  For the purpose of subsection (3), “related corporation” has the same meaning as in section 4(1) of the Companies Act.
(5)  A reference to a document being filed or lodged with the Registrar is a reference to the document being filed or lodged with the Registrar in such manner and form as the Registrar may determine.
(6)  For the purposes of sections 8(7), 12(4), 16(5) and 17(9) and (10), any reference to the Minister includes a reference to such Minister of State for his or her Ministry who is authorised by the Minister for the purposes of hearing an appeal under that provision.
Administration of Act and appointment of Registrar of Business Names, etc.
3.
—(1)  The Authority is responsible for the administration of this Act, subject to the general or special directions of the Minister.
(2)  The Minister may, after consulting the Authority, appoint —
(a)
an officer of the Authority to be the Registrar of Business Names; and
(b)
such numbers of Deputy Registrars and Assistant Registrars of Business Names from amongst the officers of the Authority, public officers and the officers of any other statutory body,
for the proper administration of this Act.
(3)  The Registrar is responsible for keeping a register of registered persons and their registered business names, generally for the carrying out of the provisions of this Act, and for the collection of the fees payable under this Act and payment of all amounts so collected into the funds of the Authority.
(4)  The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of the Registrar’s powers, functions or duties under this Act, and the Registrar is to give effect to such directions.
(5)  The Registrar may, subject to such conditions or restrictions as the Registrar thinks fit, for the purposes of the administration of this Act, delegate to any Deputy Registrar or Assistant Registrar of Business Names all or any of the powers, functions and duties vested in the Registrar by this Act except the power of delegation conferred by this section.
Persons not required to be registered under Act
4.
—(1)  The following persons are not required to be registered when carrying on business in Singapore:
(a)
any individual proprietor carrying on business under only the individual proprietor’s full name;
(b)
any firm of 2 or more individuals carrying on business under only the full names of all the individuals;
(c)
subject to subsection (2), any individual or firm of 2 or more individuals carrying on any business consisting solely of the exercise of any profession which, under the provisions of any written law, can be exercised only by those who possess certain qualifications prescribed by the written law and whose names are registered or otherwise recorded in the manner prescribed by any written law;
(d)
a person (A) in respect of or for whom another person (B) carries on business wholly or mainly as nominee or trustee if B has provided the particulars required under section 7(1);
(e)
any statutory authority or other body established by or under any public Act for a public purpose;
(f)
any institution, authority, person or fund specified in the First Schedule to the Income Tax Act (Cap. 134);
(g)
any society registered under the Societies Act (Cap. 311);
(h)
any society registered under the Co-operative Societies Act (Cap. 62);
(i)
any mutual benefit organisation registered under the Mutual Benefit Organisations Act (Cap. 191);
(j)
any trade union registered under the Trade Unions Act (Cap. 333);
(k)
the Public Trustee or the Official Assignee of the property of a bankrupt;
(l)
any foreign company carrying on business in Singapore which is registered under the Companies Act (Cap. 50) and carries on the business under its registered name;
(m)
any company carrying on business under its corporate name;
(n)
any limited liability partnership registered under the Limited Liability Partnerships Act (Cap. 163A) carrying on business under its registered name;
(o)
subject to section 42(3) of the Limited Partnerships Act (Cap. 163B), any limited partnership registered under that Act;
(p)
any other person or class of persons for the time being exempted by the Minister under regulations made under section 43; and
(q)
any individual proprietor who carried on any business specified in the First Schedule to the Business Registration Act (Cap. 32) immediately before the date of commencement of this Act and who is alive and continues to carry on the same business on and after that date.
(2)  An individual or a firm of 2 or more individuals referred to in subsection (1)(c), is required to be registered when carrying on business in Singapore if regulations made under section 43 prescribe that the exemption under subsection (1)(c) does not apply to such individual or firm.
(3)  A person carrying on business in Singapore who is not required to be registered under subsection (1), other than a person who is specified in any of the provisions of subsection (1)(e) to (o), may choose to be registered.
(4)  A person who is not required to be registered but chooses to be registered is subject to and must comply with the provisions of this Act for the period of time that the person is so registered.
(5)  For the purposes of this section —
(a)
a reference to an individual or a person includes a class of individuals or a class of persons, respectively; and
(b)
a reference to an individual’s full name is —
(i)
in the case of an individual issued with an identity card under the National Registration Act (Cap. 201), a reference to the individual’s full name as stated in the individual’s identity card; and
(ii)
in the case of an individual not issued with an identity card under that Act, a reference to the individual’s full name as stated in the individual’s passport or such other similar evidence of identity as is acceptable to the Registrar.