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Latest documents

• Singapore’s New Significant Investments Regime

  The Ministry of Trade and Industry (MTI) introduced the Significant Investments Review Bill (the Bill) to parliament on 6 November 2023. The Bill aims to protect the national interests of Singapore by regulating significant investment in, and control of, critical entities. Entities that are considered critical to Singapore’s national security will be designated under the regime and will be regulated accordingly. The Bill also provides scope for the Minister of Trade and Industry to review transactions involving entities that have acted against Singapore’s national interests, even if such entities are not designated under the Bill. Therefore, the scope of the proposed new legislation is not finite.

• Singapore Expands Scope of Shareholders Excluded for Calculating Compulsory Acquisition Threshold

  New legislation strengthening the compulsory acquisition regulatory framework in the Companies Act 1967 is welcome news for minority shareholders. On 9 May 2023 the Parliament of Singapore passed the Companies, Business Trusts and Other Bodies (Miscellaneous Amendments) Bill (the Bill), which, among other changes, excludes shares held by certain persons connected with the offeror from the computation of the 90% threshold for compulsory acquisition under section 215 of the Companies Act 1967 (the CA). The Bill is expected to come into law later this year. Please see full Alert below for more information.

• Establishing A Business Entity In Singapore (Updated)

  Registration of Business Entities - Unless exempted, business entities must be registered with the Accounting and Corporate Regulatory Authority (ACRA) via their business filing portal: BizFile+. A foreigner residing overseas would need to engage the services of a registered filing agent (for example, a law firm, accounting firm or corporate secretarial firm) to submit the online application on his behalf. Goodwins Law Corporation is a registered filing agent. Please see full Chapter below for more information.

• Buying and Selling Real Estate in Singapore (Updated)

  KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER SINGAPOREAN LAW - INTRODUCTION - There are two systems of land registration in Singapore: registration under the Registrations of Deeds Act, known as “unregistered land”, and registration under the Land Titles Act, known as “registered land”. Currently, most land in Singapore has been converted and brought under the latter registration system. As such, most of this article will be concerned only with land registered under the Land Titles Act. The entity overseeing the land registration in Singapore is the Singapore Land Authority (“SLA”). Please see full Chapter below for more information.

• The Variable Capital Company (VCC): a new corporate structure for funds in Singapore (UPDATED)

  The Variable Capital Company (VCC) is a new corporate entity structure under which several collective investment schemes (whether open-end or closed-end) may be gathered under the umbrella of a single corporate entity and yet remain ring-fenced from each other. Please see Publication below for more information.

• Singapore allows “No-Win, No-Fee” and “No-Win, Less-Fee” arrangements for arbitration and SICC proceedings from 4 May 2022

  Historically, Singaporean law prohibited third party funding arrangements and outcome-related fee structures (ORFS) such as “No-Win, No-Fee” or “No-Win, Less-Fee”. However, other common law jurisdictions, such as England and Wales and Australia, have relaxed their equivalent laws and now permit some third party funding and ORFS to some extent. Singapore took its first steps towards levelling the playing field when it legalised third party funding for arbitration and the Singapore International Commercial Court (SICC) proceedings in 2017 and 2021 respectively. However, the prohibitions on ORFS remained. Please see full Publication below for more information.

• Establishing A Business Entity In Singapore (Updated)

  Registration of Business Entities - Unless exempted, business entities must be registered with the Accounting and Corporate Regulatory Authority (ACRA) via their business filing portal: BizFile+. A foreigner residing overseas would need to engage the services of a registered filing agent (for example, a law firm, accounting firm or corporate secretarial firm) to submit the online application on his behalf. Goodwins Law Corporation is a registered filing agent. Upon successful registration, the business entity will be issued with a system-generated Unique Entity Number (UEN). The UEN is an identification number that all business entities need to use when transacting with government agencies. Please see full Chapter below for more information.

• Buying and Selling Real Estate in Singapore (Updated)

  KEY FACTS OF REAL ESTATE ACQUISITIONS UNDER SINGAPOREAN LAW - INTRODUCTION - There are two systems of land registration in Singapore: registration under the Registration of Deeds Act, known as “unregistered land”, and registration under the Land Titles Act, known as “registered land”. Currently, most land in Singapore has been converted and brought under the latter registration system. As such, most of this article will be concerned only with land registered under the Land Titles Act. The entity overseeing the land registration in Singapore is the Singapore Land Authority (“SLA”). Other relevant legislation governing real estate law in Singapore include the Land Titles (Strata) Act, the State Lands Act, the Land Acquisition Act, the Planning Act, the Residential Property Act, and the Housing and Development Act. Please see full Chapter below for more information.

• Singapore’s Proposal to Mandate Reference Checks and Misconduct Reporting

  The Monetary Authority of Singapore (MAS) has issued a Consultation Paper on Proposals to Mandate Reference Checks. - All financial institutions and entities regulated by the MAS are proposed to be required to carry out reference checks and to keep conduct records on the majority of their employees. If the proposed regime is implemented without change, it will mean that Singapore’s reference checks regime will be substantially aligned with that which is currently in place in the UK as well as that which is being implemented in Hong Kong. The consultation paper was issued on 14 May 2021 and closes on 25 June 2021.

• Raising the Bar on Green Finance in Singapore: The Latest Framework and Guidelines

  On 19 May 2021, the financial industry taskforce of Singapore (known as the Green Finance Industry Taskforce (GFIT)) released guidelines on climate-related disclosures and a white paper on green finance solutions. Convened by the Monetary Authority of Singapore (MAS), GFIT’s overarching objective is to accelerate green finance in Singapore through four key initiatives: (1) develop a taxonomy, (2) enhance environmental risk management practices of financial institutions, (3) improve disclosures, and (4) foster green finance solutions. The white paper contains a proposed framework on green trade facilities and working capital, catering for banks, asset managers, and insurers in Singapore (Financial Institutions).

Featured documents

• Termination for convenience: What is the contractor entitled to?

  Construction contracts often include termination for convenience clauses. Three recent cases highlight the potential financial implications of terminating for convenience.......

• Updates to Singapore’s Proposed Fund Management Regulatory Regime

  On 27 September 2011, the Monetary Authority of Singapore (“MAS”) issued a consultation paper titled, “Proposed Enhancements and Draft Legislative Amendments to Give Effect to the Regulatory Regime for Fund Management Companies” (the “2011 Consultation Paper”) seeking public comments on draft...

• Singapore: Key Employment Trends for 2018

  We are pleased to share some “crystal ball” predictions on employment trends we expect to see in Singapore in 2018. Among other trends, the momentum of the #MeToo movement is likely to trigger Singapore companies to implement measures designed to maximize a harassment-free work environment, and to...

• Data Portability Requirement Could Be Introduced in Singapore

  As part of the efforts to boost data flows and improve competitiveness of organizations in the economy, the Singapore Personal Data Protection Commission and the Competition and Consumer Commission of Singapore are weighing the possibility of introducing a data portability requirement. Data...

• Singapore Court of Appeal: Proof of Debt Not Listed in Defunct Company’s Assets Was Abandoned

  In a decision that could widely affect accountants, auditors, and other finance professionals, the Singapore Court of Appeal recently ruled that a defunct company had abandoned its right related to a proof of debt due to the omission of such debt in its accounts. All companies, whether active or...

• International – ASEAN proposes Model Clauses for international data transfers

  On 22 January 2021, the Digital Senior Officials’ meeting of the Association of Southeast Asian Nations (ASEAN) approved model contractual clauses for cross-border data flows (ASEAN Model Clauses) and related guidance on their implementation. The ASEAN Model Clauses include two sets of contractual...

• Singapore – The Island Nation with Global Significance

  Singapore is truly one of the most interesting city-states in all of Asia. With a colorful and varied history of fishing, trade, commerce, and even war, Singapore is positioned as also one of the most important cities in Asia....

• Proposed Amendments to Trustee Legislation in Singapore

  Legislative amendments will enhance transparent ownership and control structures of trusts, and establish minimum standards for financial recordkeeping by trustees. The Singapore Ministry of Law has launched a public consultation on proposed amendments to the Trustees Act (Cap. 337) (the Act). ...

• Variable Capital Company – Review of new corporate entity from an administration viewpoint

  Singapore intends to launch a new corporate structure in 2019 in a bid to attract more investment funds and foreign private capital to Singapore and encourage more fund managers to domicile their funds in Singapore. This new structure would add to Singapore’s full service offerings for any type of...

• Security of payment: claiming a sum that “may” be due?

  A recent decision by Singapore's highest court has held that a contractor must first establish that it is entitled to payment under the contract in order to claim progress payments under the Security of Payment Act, raising concern over past court decisions and future challenges against payment...