Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024

PART 2 Preliminary and General

1. Short title and commencement

1. (1) This Act may be cited as the Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024.

(2) This Act shall come into operation on such day or days as the Minister for Enterprise, Trade and Employment may by order or orders appoint either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions, and for the repeal of different provisions of enactments effected by section 3(1).

2. Definition

2. In this Act, “Principal Act” means the Companies Act 2014.

3. Repeals and amendments

3. (1) The enactments specified in column (2) of Schedule 1 are repealed to the extent specified in column (3) of that Schedule.

(2) Each provision specified in column (3) of Schedule 2 of each Act specified in column (2) of that Schedule is amended in the manner specified in column (4) of that Schedule opposite the mention of that provision.

PART 2 Amendment of Principal Act

4. Amendment of section 2 of Principal Act

4. Section 2 of the Principal Act is amended, in subsection (1), by the insertion of the following definition:

“ ‘Registrar of Beneficial Ownership’ means the Registrar of Beneficial Ownership of Companies and Industrial and Provident Societies;”.

5. Amendment of section 15 of Principal Act

5. Section 15 of the Principal Act is amended by the insertion of the following definitions:

“ ‘Act of 2010’ means the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010;

‘relevant authorisation’ means an authorisation within the meaning of Chapter 9 of Part 4 of the Act of 2010;

‘trust or company service provider’ has the same meaning as it has in Chapter 9 of Part 4 of the Act of 2010;”.

6. Amendment of section 35 of Principal Act

6. Section 35 of the Principal Act is amended—

(a) by the substitution of the following subsection for subsection (1):

“(1) A company may authorise an electronic filing agent to do the following acts on its behalf.”,

and

(b) by the insertion of the following subsections after subsection (7):

“(8) (a) The Registrar may, on application made to him or her by a person in the prescribed form, approve the person to act as an electronic filing agent for the purposes of this section, and a person so approved shall be known, and is in this Act referred to, as an ‘electronic filing agent’.

(b) Where an application under paragraph (a) is made by a trust or company service provider, the Registrar shall not grant approval under that paragraph unless the person is the holder of a relevant authorisation.

(c) The Registrar shall withdraw an approval granted under paragraph (a) where the person ceases to be the holder of a relevant authorisation.

(9) (a) The approval of a firm (not being a body corporate) by its firm name to act as an electronic filing agent for the purposes of this section shall operate as an approval of the following persons to act as electronic filing agent for the purposes of this section, namely those persons who are from time to time during the currency of the approval the partners in that firm as from time to time constituted.

(b) A firm approved under this section shall notify the Registrar in the prescribed form of any change in the partners in the firm as referred to in paragraph (a) during the currency of the approval.

(10) (a) Subject to paragraph (b), where the authorisation of an electronic filing agent under this section is notified to the Registrar in accordance with subsection (5) before the coming into operation of subsection (8), the electronic filing agent shall be deemed to be approved by the Registrar under subsection (8) to act as an electronic filing agent for the purposes of this section.

(b) Paragraph (a) shall not apply to an electronic filing agent that is a trust or company service provider unless the agent is the holder of a relevant authorisation.”.

7. Execution of instruments consisting of several documents in like form

7. The Principal Act is amended by the substitution of the following section for section 43A:

“43A. (1) Subsections (2) to (4) apply in relation to a company notwithstanding any provision of—

(a) section 43(2)(b) or (3), or

(b) the company’s constitution.

(2) As respects an instrument to be made or executed by a company, other than an instrument to which subsection (3) applies, such an instrument may consist of several documents in like form if—

(a) one such document is signed by a person referred to in section 43(2)(b)(i),

(b) one such document is signed by a person referred to in section 43(2)(b)(ii), and

(c) one such document has the company’s seal affixed to it.

(3) As respects an instrument to be made or executed by a registered person in exercise of the powers of a company, such an instrument may consist of several documents in like form if—

(a) one such document is signed by the registered person,

(b) one such document is signed by a person referred to in section 43(2)(b)(i),

(c) one such document is signed by a person referred to in section 43(2)(b)(ii), and

(d) one such document has the company’s seal affixed to it.

(4) An instrument consisting of several documents that comply with subsection (2) or (3) shall be valid and effective for all purposes as if the documents were, taken together, one document.”.

8. Amendment of section 50 of Principal Act

8. Section 50 of the Principal Act is amended—

(a) in subsection (3), by the substitution of “shall, subject to section 50A, be given” for “shall be given”,

(b) in subsection (4), by the substitution of—

(i) “Subject to subsection (5A), a company’s” for “A company’s”,

(ii) “specified registered office agent” for “specified agent”, and

(iii) “Registrar under subsection (7)” for “Registrar”,

(c) in subsection (5), by the substitution of—

(i) “registered office agent” for “agent approved for that purpose”, and

(ii) “registered office agent’s” for “agent’s”,

(d) by the insertion of the following subsections after subsection (5):

“(5A) A registered office agent may deliver a notice in the prescribed form to the Registrar stating that the registered office of the company is no longer care of the registered office agent, and on receipt of any such notification, the Registrar shall notify the directors and the secretary of the company (in this section referred to as a ‘relevant notice’) that—

(a) a notification has been received from the registered office agent stating that the registered office of the company is no longer care of the registered office agent, and

(b) the company’s registered office may no longer be constituted by the statement referred to in subsection (4) unless the company delivers to the Registrar, within 14 days after the date of the relevant notice, a declaration in writing by the registered office agent that the company’s registered office is care of that registered office agent.

(5B) A relevant notice shall be delivered by ordinary prepaid post to the usual residential address, as recorded in the office of the Registrar, of the addressee concerned.”,

(e) in subsection (6), by the substitution of “subsection (1) or (3)” for “this section”, and

(f) by the insertion of the following subsections after subsection (6):

“(7) (a) The Registrar may, on application made to him or her by a company in the prescribed form, approve the company to act as a registered office agent for the purposes of this section, and a company so approved shall be known, and is referred to in this Act, as a ‘registered office agent’.

(b) Where an application under paragraph (a) is made by a trust or company service provider, the Registrar shall not grant approval under that paragraph unless the company is the holder of a relevant authorisation.

(c) The Registrar shall withdraw an approval granted under paragraph (a) where the company ceases to be the holder of a relevant authorisation.

(8) (a) Subject to paragraph (b), a company that, immediately before the coming into operation of subsection (7), stands approved by the Registrar for the purposes of subsection (4) shall be deemed to be approved by the Registrar under subsection (7) to act as a registered office agent for the purposes of this section.

(b) Paragraph (a) shall not apply to a company that is a trust or company service provider unless it is the holder of a relevant authorisation.”.

9. Registrar may request evidence of situation of registered office

9. The Principal Act is amended by the insertion of the following section after section 50:

“50A. Without prejudice to section 24(4), the Registrar may request a company to provide such evidence of the situation of the company’s registered office as the Registrar requires for the purposes of—

(a) satisfying himself or herself of the matters referred to in section 21(2), or

(b) recording a change in the situation of the registered office of the company in accordance with section 50(3),

and where the Registrar has made such a request, he or she shall not register the constitution of the company under section 21 or record the change under section 50(3), as the case may be, unless such evidence is so provided.”.

10. Amendment of section 132 of Principal Act

10. Section 132 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to subsection (1A), if” for “If”, and

(b) by the insertion of the following subsection after subsection (1):

“(1A) The court shall not grant leave referred to in subsection (1) unless the Authority is given at least 14 days’ notice of the making of the application for leave, and the Authority shall be entitled to appear and be heard at the hearing of such an application.”.

11. Amendment of section 176 of Principal Act

11. Section 176 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subject to section 176A and” for “Subject to”,

(b) by the substitution of the following subsection for subsection (3):

“(3) That duty is to make provision for participation in any such meeting by the use of electronic communications technology in accordance with section 176A.”,

and

(c) in subsection (4), by the substitution of “by the use of electronic communications technology in accordance with section 176A” for “using any technology that provides members, as a whole, with a reasonable opportunity to participate”.

12. Participation in general meetings by use of electronic communications technology

12. The Principal Act is amended by the insertion of the following section after section 176:

“176A. (1) Save to the extent that the company’s constitution provides otherwise, a company need not hold a general meeting at a physical venue but may conduct the meeting wholly or partly by the use of electronic communications technology as long as all attendees have a reasonable opportunity to participate in the meeting in accordance with this section.

(2) Where a company conducts a general meeting wholly or partly by the use of electronic communications technology, it shall—

(a) make provision for participation in the meeting by providing or facilitating the use of electronic communications technology for that purpose, and

(b) ensure that any members who participate in the meeting using such technology are provided with the means to cast a vote without being physically present, either in person or by proxy, at the meeting.

(3) The use of electronic communications technology pursuant to subsection (2) may be made subject only to such requirements or restrictions put in place by the company as are necessary to ensure the identification of attendees and the security of the electronic communications technology, to the extent that such requirements or restrictions are proportionate to the achievement of those objectives.

(4) A company shall inform attendees, before the general meeting concerned, of any requirements or restrictions which it has put in place pursuant to subsection (3).

(5) A company that provides for the use of electronic communications technology for participation in a general meeting by an attendee shall ensure, as far as practicable, that—

(a) such technology—

(i) provides for the security of any electronic communications by the attendee,

(ii) minimises the risk of data corruption and unauthorised access, and

(iii) provides certainty as to the source of the electronic communications,

(b) in the case of any failure of, or disruption to, such technology, that failure or disruption is remedied as soon as practicable, and

(c) such technology enables the attendee to—

(i) hear what is said by the chairperson of the meeting and any person introduced by the chairperson, and

(ii) speak and submit questions and comments during the meeting to the chairperson to the extent that the attendee is entitled to do so under the constitution of the company.

(6) Any temporary failure of, or disruption to, electronic communications technology shall not invalidate the general meeting or any proceedings relating to the meeting.

(7) Where the chairperson of the meeting is satisfied that a failure of, or disruption to, electronic communications technology—

(a) substantially interferes with the proceedings of the meeting or the participation of attendees as whole, and

(b) is not capable of being remedied during the meeting,

he or she may adjourn the meeting.

(8) Unless such failure or disruption is attributable to any wilful act of the company, a company shall not be liable in respect of any failure or disruption relating to the equipment used by an attendee to access a general meeting by electronic communications technology that occurs and which failure or disruption prevents or interferes with the attendee’s participation, by way of such technology, in the meeting.

(9) The Minister may, if he or she considers it appropriate, make further provision by regulations for all or any of the following in relation to general meetings to be held by way of electronic communications technology:

(a) the convening and conduct of the meetings;

(b) attendance at the meetings;

(c) access to, and participation, including voting, in the meetings.

(10) A person who participates in a general meeting by the use of electronic communications technology shall be regarded as being present at the meeting, and for that purpose, a reference in this Act (howsoever expressed) to a member present in person or by proxy at a meeting shall be construed as including a reference to any member who participates, including by proxy, in that meeting by the use of electronic communications technology.

(11) In this section and sections 176 and 187(9)—

‘attendee’, in relation to a general meeting of a company, means any person entitled to attend at the meeting, including—

(a) a member of the company,

(b) a proxy of a member of the company,

(c) an authorised person representing a body corporate under section 185,

(d) a statutory auditor, or

(e) a person entitled to attend the meeting by virtue of provisions in the constitution of the company or the terms of issue of debt securities issued by the company;

‘electronic communications technology’, in relation to a general meeting of a company, means technology that enables real time transmission and real time two-way audio-visual or audio communication enabling attendees to participate in the meeting using such technology;

‘general meeting’, in relation to a company, means—

(a) an annual general meeting of the company,

(b) an extraordinary general meeting of the company, or

(c) a general meeting of holders of shares in the company of a particular class,

and includes a meeting referred to in paragraph (a), (b) or (c) that has been adjourned.”.

13. Amendment of section 181 of Principal Act

13. Section 181 of the Principal Act is amended—

(a) in paragraph (aa) of subsection (5), by the substitution of “meeting” for “meeting during the interim period”, and

(b) by the insertion of the following subsection after subsection (6):

“(7) In this section and section 1103(2)(aa)—

‘electronic communications technology’ has the same meaning as it has in section 176A;

‘electronic platform’ means an electronic system for the delivery of electronic communications technology, including websites, access software and access telephone details or any other electronic technology that delivers such technology.”.

14. Amendment of section 187 of Principal Act

14. Section 187 of the Principal Act is amended—

(a) in subsection (1), by the substitution of “Subsections (2) to (8) apply” for “Each provision of this section applies”,

(b) in subsection (7), by the substitution of “Subject to subsection (9), unless” for “Unless”, and

(c) by the insertion of the following subsection after subsection (8):

“(9) In the case of a meeting conducted wholly or partly by the use of electronic communications technology in accordance with section 176A, a resolution put to the vote of the meeting shall not be decided on a show of hands unless the chairperson of the meeting is of the opinion that he or she can—

(a) identify the members participating in the meeting by the use of such technology who are entitled to vote, and

(b) verify the content of voting instructions of those members relating to the resolution.”.

15. Amendment of section 198 of Principal Act

15. Section 198 of the Principal Act is amended, in subsection (1), by the substitution of “delivered by the company concerned to the Registrar in such manner and form as may be prescribed” for “forwarded by the company concerned to the Registrar”.

16. Amendment of section 203 of Principal Act

16. Section 203 of the Principal Act is amended, in subsection (3), by the substitution of “to the Registrar in such manner and form as may be prescribed” for “to the Registrar”.

17. Amendment of section 204 of Principal Act

17. Section 204 of the Principal Act is amended, in subsection (2), by the substitution of “to the Registrar in such manner and form as may be prescribed” for “to the Registrar”.

18. Amendment of section 205 of Principal Act

18. Section 205 of the Principal Act is amended, in subsection (4), by the substitution of “to the Registrar in such manner and form as may be prescribed” for “to the Registrar”.