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LEGAL UPDATES |
Legislation
The Companies (Amendment) Act 2004 was passed in Parliament on 6 February 2004. However, the Act has not been gazetted and has not yet come into force.
The Act amends the Companies Act (Cap 50) to implement some of the remaining recommendations of the Company Legislation and Regulatory Framework Committee (‘CLRFC’), that have yet to be implemented.
Some of the key changes effected by the Act are:
• allowing private companies to have one director and one shareholder instead of the current requirement of two (except in the case of a wholly-owned subsidiary, where the sole shareholder is the holding company);
• a change in the definition of ‘private company’ in the Companies Act removes the current prohibition on any invitation to the public to subscribe for shares in or debentures of the company;
• a new s 157C now accords directors protection for reasonable reliance on advice and information from professionals and experts; and
• the objects of a company no longer needs to be stated in the company’s memorandum.
On 6 February 2004, the Accounting and Corporate Regulatory Authority Act 2004 (‘ACRA Act’) was passed. However, the ACRA Act has been gazetted and has come into force.
The ACRA Act seeks to establish and incorporate the Accounting and Corporate Regulatory Authority (‘ACRA’) and to provide for its functions and powers. Amongst other things, there will be a transfer of employees, as well as property, assets and liabilities from the Registry of Companies and Businesses and the Public Accountants Board, to the ACRA.
The Accountants Bill 2004 was read a third time and passed in Parliament on 6 February 2004. However, the Accountants Act 2004 has not been gazetted and has not yet come into force.
When in force, the Accountants Act 2004 will repeal and replace the Accountants Act (Cap 2). Among other things, the Accountants Act 2004 provides for the following:
that the ACRA will be responsible for the administration of the Accountants Act 2004;
the appointment of the Public Accountants Oversight Committee (‘Oversight Committee’) to assist the ACRA in the administration of the Accountants Act 2004;
the registration of public accountants;
the requirements for the approval of a company as an accounting corporation or accounting firm;
empowering the Oversight Committee to require public accountants, as a condition for their being allowed to remain in practice, to undergo a practice monitoring programme and successfully pass the practice reviews carried out under such programme; and
disciplinary proceedings.
The Fire Safety (Amendment) Bill 2004 was passed in Parliament on 6 February 2004. However, the Fire Safety (Amendment) Act 2004 has not been gazetted and has not yet come into force.
The Fire Safety (Amendment) Act 2004 will amend the Fire Safety Act (Cap 109A) and make consequential amendments to other written laws for the following purposes:
(a) to introduce a performance-based approach in the preparation and approval of fire safety plans;
(b) to regulate fire safety engineers who will be solely authorised to prepare and review fire safety plans prepared using the performance-based approach;
(c) to extend the present requirement for each public building to have a fire certificate to any other building which poses a significant source of danger to its occupants or to life and property in its vicinity in the event of fire;
(d) to confer on the Commissioner of Civil Defence the new function of regulating the storage, import and transport of flammable materials not presently regulated by other written law;
(e) to bring fire safety works carried out by or on behalf of the Government or in Government buildings within the scope of Part IV of the Act governing fire safety works; and
(f) to extend the powers in the event of fire to all Singapore Civil Defence Force members and to confer a power of arrest without warrant to Singapore Civil Defence Force Warrant officers and above.
The Statutes (Miscellaneous Amendments) Bill 2004 was read a third time and passed in Parliament on 6 February 2004. However, the Statutes (Miscellaneous Amendments) Act 2004 has not been gazetted and has not yet come into force.
The Statutes (Miscellaneous Amendments) Act 2004 will effect amendments including:
repealing and re-enacting s 163 of the Bankruptcy Act (Cap 20) to require the Official Assignee to maintain:
a list of undischarged bankrupts; and
a record of every bankruptcy order and every order rescinding, annulling or discharging any bankruptcy order, and to allow any person, on payment of the prescribed fee, to inspect or otherwise have access to any part of such list or record as the Official Assignee may determine.
Provision is also made for a certificate issued by the Official Assignee stating whether or not a person is an undischarged bankrupt to be prima facie evidence of the facts so stated;
introducing a new s 199A in the Criminal Procedure Code (Cap 68) to allow for the composition of prescribed offences under Acts that do not currently have a provision for the composition of offences; and
amending the Probate and Administration Act (Cap 251) to provide for the Public Trustee to take over the functions of the official assignee under that Act.
The Building Maintenance and Management Bill 2004 (‘Bill’) was introduced in Parliament on 6 February 2004.
When passed into law, the Bill will result in:
the repeal and re-enactment with amendments of the Buildings and Common Property (Maintenance and Management) Act (Cap 30);
the repeal of Parts IV and VI of the Land Titles (Strata) Act (Cap 158) (‘LTSA’). Part IV of the LTSA contains provisions relating to management corporations (‘MC’), subsidiary proprietors, councils, managing agents, and insurance of subdivided buildings. Part VI contains provisions relating to the establishment and proceedings of the Strata Titles Boards. The matters in Parts IV and VI will be dealt with under the Bill; and
consequential amendments to other laws.
The following is a brief discussion of some of the changes to be made by the Bill.
Division 7 of Part V of the Bill introduces the concept of the subsidiary management corporation (‘subsidiary MC’) and the limited common property.
The provisions in Division 7 will be applicable only to developments whose building work plans are approved on or after the operative date of the Division. However, the Minister for National Development will be empowered to subsequently extend the application of the Division to other existing developments and strata schemes. The Minister will exercise this power by an order published in the Government Gazette.
A strata title plan may have limited common property and one or more subsidiary MCs only for the purpose of representing the different interests of:
(a) subsidiary proprietors of residential lots and subsidiary proprietors of non-residential lots;
(b) subsidiary proprietors of non-residential lots if they use their lots for significantly different purposes; or
(c) subsidiary proprietors of different types of residential lots.
Common property of parcel comprised or to be comprised in a strata title plan may be designated as limited common property as follows:
by the owner developer by a designation on the strata title plan for that parcel when the strata title plan is filed with the Chief Surveyor; or
by the management corporation constituted in respect of that strata title plan pursuant to a comprehensive resolution.
The term ‘limited common property’ means such part of the common property in a parcel or strata title plan that is for the exclusive benefit of the purchasers or subsidiary proprietors of any two or more (but not all) of the lots or proposed lots in the parcel or strata title plan, as the case may be.
A motion is decided by comprehensive resolution if:
(a) the motion is considered at a general meeting of which at least 21 days’ notice specifying the motion has been given; and
(b) at a poll conducted 12 weeks after the general meeting, the total of the share value of the lots for which valid votes are counted for the motion is at least 90% of the aggregate share value of the lots of all the subsidiary proprietors constituting the MC or subsidiary MC, as the case may be).
Although the general rule under the Bill is that the contributions levied by a MC in respect of each lot must be payable by the subsidiary proprietors of the lots in shares proportional to the share value of their respective lots, in certain situations, the MC will be permitted to vary the contributions payable by subsidiary proprietors using formulae other than their respective share values.
As is presently the case under the LTSA, the Bill requires every management corporation to have a council. However, a new development under the Bill is that it is provided that only subsidiary proprietors whose contributions are not in arrears are eligible for election as a member of the council or to nominate an immediate family member for election.
The Sale of Food (Prohibition of Chewing Gum) Regulations 2003 revokes and substantially re-enacts the Food (Prohibition of Chewing Gum) Regulations (Reg 2).
While the sale or advertisement for sale of any chewing remains prohibited, the principal change introduced by the Sale of Food (Prohibition of Chewing Gum) Regulations 2003 is to exempt from the prohibition the sale or advertisement of any chewing gum in respect of which a product licence has been granted under the Medicines Act (Cap 176).
The Sale of Food (Prohibition of Chewing Gum) Regulations 2003 is effective from 1 January 2004.
Regulations and Orders have also been issued on 31 December 2003 under the Medicines Act dealing with the advertisement, sale, import and manufacture of oral dental gums. These are as follows:
Medicines (Cosmetic Products) (Specification and Prohibition) (Amendment) Order 2003 (S664/2003);
Medicines (Prescription Oral Dental Gums) Order 2003 (S663/2003);
Medicines (Oral Dental Gums) (Specification) Order 2003 (S662/2003);
Medicines (Registration of Pharmacies) (Amendment) Regulations 2003 (S661/2003);
Medicines (Oral Dental Gums) (Licensing) Regulations 2003 (S660/2003);
Medicines (Oral Dental Gums) (Labelling) Regulations 2003 (S659/2003); and
Medicines (Advertisements of Oral Dental Gums) Regulations 2003 (S658/2003).
Effective from 1 January 2004, CPF contributions are payable in respect of an employee’s salary subject to a maximum monthly salary of S$5,500 (previously S$6,000). No CPF contribution is payable in respect of the employee’s monthly salary in excess of S$5,500.
Accordingly, the employer’s portion of the CPF contribution is subject to a maximum of S$715 (previously S$780) and the amount which may be recovered from the employee’s salary is S$1,100 (previously S$1,200).
Among other things, the Insurance (General Provisions) Regulations 2003, which are effective from 1 January 2004, provide for:
the annual fees payable by insurers;
inspections fees;
particulars to be advertised in connection with transfer of business;
non-applicability of extra-territoriality of the Insurance Act; and
14-day free look for life policies and accident and health policies.
Elizabeth Wong
Allen & Gledhill