Singapore Legal Update - February 2017
13 February 2017
Companies to Keep Registers of Beneficial Owners and Other Proposed Changes
The MOF and the ACRA have proposed to require companies and LLPs to keep records of their beneficial owners (referred to as controllers). Deadlines for the holding of AGMs and filing of annual returns will be streamlined by having them run from the company’s Financial Year End. Existing companies will have a deemed Financial Year End of their date of incorporation unless they notify the ACRA otherwise. Other changes relate to the retention of records and formalities for the execution of deeds.
New Guidelines on Standards of Conduct for Marketing and Distribution Activities Issued
The MAS will regulate the marketing and distribution activities of financial institutions at retail and public places. It has issued new guidelines for this. The new guidelines cover all financial products and services marketed at such venues to retail customers, including banking and general insurance products. They take effect on 1 April 2017.
Duties of Nominee Directors Appointed to Fulfil Requirement for a Locally Resident Director
In Prima Bulkship Pte Ltd v Lim Say Wan  SGHC 283, the Singapore High Court had to consider the duties of nominee directors appointed to be the locally resident directors of Singapore companies where these directors had simply acted on the directions of the ultimate shareholders in approving directors’ resolutions. The Court held that their failure to carry out oversight of the transaction was not a breach of their duty to exercise due care and skill.