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Contents

Long Title

Part I Preliminary

Part II REGISTRATION

Part III MISCELLANEOUS

FIRST SCHEDULE Excluded Businesses

SECOND SCHEDULE Additional Particulars

Legislative History

Comparative Table

Comparative Table

 
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Business Registration Act
(CHAPTER 32)

(Original Enactment: Act 36 of 1973)

REVISED EDITION 2004
(31st July 2004)
An Act to provide for the registration of persons carrying on business in Singapore and for matters incidental thereto.
[1st September 1974]
PART I
PRELIMINARY
Short title
1.  This Act may be cited as the Business Registration Act.
Interpretation
2.
—(1)  In this Act, unless the context otherwise requires —
“Authority” means the Accounting and Corporate Regulatory Authority established under the Accounting and Corporate Regulatory Authority Act 2004 (Act 3 of 2004);
“business” includes every form of trade, commerce, craftsmanship, calling, profession and any activity carried on for the purposes of gain but does not include any office, employment or occupation, or any of the businesses specified in the First Schedule;
“business name” means the name or style under which a person carries on business;
“certificate of confirmation of registration” means a certificate issued under section 8(3);
“corporation” means a company registered under the Companies Act (Cap. 50) or under any corresponding previous legislation , or a limited liability partnership registered under the Limited Liability Partnerships Act 2005, and includes any body corporate formed or incorporated outside Singapore and any branch or subsidiary thereof;
“document” means any application, form, report, certification, notice, confirmation, declaration or other document to be filed or lodged with or submitted to the Registrar or, as the case may be, any certificate, notice or other document to be issued by the Registrar;
“firm” means an unincorporated body of 2 or more individuals, or one or more individuals and one or more corporations, or 2 or more corporations, who have entered into partnership with one another with a view to carrying on business for profit;
“foreign firm” means any firm, individual or corporation whose principal place of business is situated outside Singapore;
“individual” means a natural person and includes an administrator, executor, liquidator, trustee, nominee of any person, guardian and committee having a direct control or management of any business but does not include a corporation;
“inspector” means a person authorised in writing by the Registrar to be an inspector for the purposes of this Act;
“notice of registration” means a notice issued under section 8(2);
“person” includes a corporation, firm, foreign firm and individual;
“person responsible for the management of a business” includes every director, manager, partner, officer, individual, secretary, agent or employee at any time charged either solely or to a substantial extent with the management of a business;
“prescribed person” means a person, or a person within a class of persons, prescribed by the Minister;
“register” means any register kept under or by virtue of the provisions of this Act;
“Registrar” means the Registrar of Businesses appointed under section 3 and includes any Deputy Registrar or Assistant Registrar of Businesses appointed under that section.
[40/99; 13/2002; 3/2004]
(2)  A person who has a place of business in Singapore shall be deemed to be carrying on business in Singapore for the purposes of this Act.
(3)  Where a person carrying on business is required under this Act to do any act or thing, the person responsible for the management of the business for or on behalf of the first-mentioned person shall also be answerable for the doing of or omission to do that act or thing.
[40/99]
Administration of Act and appointment of Registrar of Businesses, etc.
3.
—(1)  The Authority shall be responsible for the administration of this Act, subject to the general or special directions of the Minister.
(2)  The Minister may, after consultation with the Authority —
(a)
appoint an officer of the Authority to be the Registrar of Businesses; and
(b)
from amongst the officers of the Authority, public officers and the officers of any other statutory board, appoint such number of Deputy Registrars and Assistant Registrars of Businesses as he considers necessary,
for the proper administration of this Act.
(3)  The Registrar shall be responsible generally for the carrying out of the provisions of this Act and for the collection of the fees thereunder and shall pay 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 his powers, functions or duties under this Act, and the Registrar shall give effect to such directions.
(5)  The Registrar may, subject to such conditions or restrictions as he thinks fit, for the purposes of the administration of this Act, delegate to any person all or any of the powers, functions and duties vested in him by this Act.
Exemptions
4.
—(1)  Subject to subsection (1A), this Act shall not apply to —
(a)
any individual or class of individuals carrying on any of the businesses specified in the First Schedule;
(b)
any statutory authority or other body established under any written law;
(c)
any institution, authority, person or fund specified in the First Schedule to the Income Tax Act (Cap. 134);
(d)
any society registered under the Societies Act (Cap. 311);
(e)
any society registered under the Co-operative Societies Act (Cap. 62);
(f)
any mutual benefit organisation registered under the Mutual Benefit Organisations Act (Cap. 191);
(g)
any person 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;
(h)
any charitable institution which is exempt from tax under section 13(1)(e) of the Income Tax Act;
(i)
the Public Trustee or the Official Assignee of the property of a bankrupt;
(j)
any foreign company carrying on business in Singapore which is registered under the Companies Act (Cap. 50) and carries on the business under its corporate name; and
(k)
any other person or class of persons for the time being exempted by the Minister, by notification in the Gazette, from all the provisions of this Act.
[40/99]
(1A)  Subsection (1)(g) shall not apply to any person, or any class of persons, prescribed under any regulations made under section 37 as a person to whom, or a class of persons to which, subsection (1)(g) shall not apply.
(1B)  The regulations referred to in subsection (1A) may —
(a)
in the case of any person prescribed under those regulations, or belonging to a class of persons prescribed under those regulations, who is carrying on any business consisting solely of the exercise of any profession under any written law, provide for —
(i)
the transfer to the Registrar of any particulars of that person which are registered or otherwise recorded under that written law; and
(ii)
the automatic registration under this Act of that person without any action on his part, and the exemption of that person from any requirement under Part II, for such period and subject to such conditions as may be prescribed; and
(b)
contain such transitional, savings and consequential provisions as may be necessary to cater for the cessation of the application of subsection (1)(g) to any person or class of persons prescribed under those regulations.
(2)  This Act shall not apply to any company registered under the Companies Act (Cap. 50) or any previous legislation carrying on business under its corporate name.
[40/99]
(3)  This Act shall not apply to any limited liability partnership registered under the Limited Liability Partnerships Act 2005 carrying on business under its registered name.