Success - ACRA

Linked for
Success
Joining hands in partnership, we create the
synergy necessary to enable a vibrant and
thriving business environment for Singapore.

14
Advancing in Synergy
About ACRA Organisation Structure ACRA Annual Report 2004/2005 15
About
ACRA
Merger of Registry of Companies and Businesses (RCB) & Public Accountants Board to create
ACRA wef 1 April 2004.
Introduction to ACRA
The Accounting and Corporate Regulatory
Authority (ACRA) came into existence on 1
April 2004 by the enactment of the
Accounting and Corporate Regulatory Act.
The statutory board was formed by the
merger of the then Registry of Companies
and Businesses (RCB) and the Public
Accountants Board (PAB).
Rationale for the Merger
The RCB was responsible for registration or
companies and businesses and their
compliance with the disclosure requirements
under the Companies and Business
Registration Act. It also maintained a
repository of business information and
financial reports which were publicly
available. The PAB registered and regulated
public accountants who sign off companies’
accounts as auditors, a requirement under
the Companies Act, under strict professional
auditing standards. The merger seeks to
achieve synergies between the monitoring of
companies’ compliance with disclosure
requirements and the regulation of public
accountants performing statutory audit. The
merger will also allow the Government to
better build a central pool of specialised
monitoring and enforcement capabilities.
Mission
The mission of ACRA is to provide a
responsive and forward looking regulatory
environment for companies, businesses and
public accountants, conducive to enterprise
and growth in Singapore.
Functions
Under the ACRA Act, the functions of the
Authority includes the following:
(a) to administer the Accountants Act
2004, Business Registration Act (Cap
32), Companies Act (Cap 50), the
Trust Companies Act (Cap 336) and
with effect from 11 April 2005, the
Limited Liability Partnerships Act 2005;
(b) to report and make recommendations
to, and advise the Government on
matters relating to the registration and
regulation of business entities and
public accountants;
(c) to establish and administer a
repository of documents and
information relating to business
entities and public accountants and
to provide access to the public to
such documents and information;
(d) to represent the Government
internationally in respect of matters
relating to the registration and
regulation of business entities and
public accountants; and
(e) to promote public awareness about
new business structures, compliance
requirements, corporate governance
practices and any other matters
under the purview of the Authority.
Organisation Structure
ACRA is managed by a Board comprising a
Chairman and not less than ten but not more
than 15 members who are appointed by a
Minister of the Ministry of Finance. The
membership shall include a public
accountant and a non-practising accountant
nominated by a designated professional
accountancy body. The Chief Executive, also
appointed by the Minister, administers and
manages the functions and affairs of the
Authority. For expediency, the Board appoints
sub-committees amongst its members to
carry out and manage its functions.
Partnering with Industry
and Stakeholders
ACRA taps on the expertise of professionals,
academia, and representatives from the
private and public sector and works closely
with them to carry out its functions. These
people are invited to serve on the various
committees and sub-committees formed by
ACRA to assist in the formulation of policies
and the improving of operational efficiencies.
ACRA will also continue to work with the
various professional bodies such as the Law
Society of Singapore, the Institute of Certified
Public Accountants of Singapore and the
Singapore Association for the Institute of
Chartered Secretaries and Administrators.
Moving Forward
As a facilitator for businesses ACRA will
strive to promote a business-friendly
environment to make Singapore an
attractive global hub for business through
maintaining a strong focus on issues
concerning businesses by developing the
corporate law, accounting and corporate
governance framework.
A Policy and Planning Division in ACRA
reviews the corporate and accounting
regulatory framework to keep abreast of the
trends in corporate regulatory issues and
international best practices. The Policy and
Planning Division also scans the
international regulatory landscape for
developments applicable to Singapore to
help raise the quality of corporate
governance and accounting standards in
Singapore. ACRA is also well-placed to
ensure best practices are speedily adopted
by providing secretariat and professional
resource support to the Council on
Corporate Disclosure and Governance as
the Council continues to set accounting
standards in Singapore and reviews
corporate governance issues.
As a regulatory agency, ACRA will continue
to ensure that companies, businesses and
auditors observe the relevant legal
requirements and standards, not only
through swift enforcement but also by
promoting greater awareness and
understanding of these requirements and
standards. Maintaining a high standard of
professional standards of auditing by
auditors who review the financials of
companies will also lend more credibility to
the framework which requires corporate
disclosures by companies here, which is
important to both local and foreign investors
and stakeholders. To monitor compliance
with auditing and prescribed accounting
standards, the Financial Review Division has
been set up to review and monitor
compliance by public accountants with
auditing standards. This new division also
carries out reviews of auditors under the
Practice Monitoring Programme and works
closely with other regulatory or enforcement
agencies to ensure that any deviations from
the acceptable norms are properly and
adequately dealt with.
Organisation
Structure
Head
Audit Management Division
Ms Yap Sook Peng
Head
Policy & Planning Division
Mr Terence Ong
Ms Toh Wee San
Head
Information Technology Division
Miss Bernice Quek
ACRA Board
Chief Executive/Registrar
Ms Juthika Ramanathan
Deputy Chief Executive/
Deputy Registrar
Mr Muhammad Hidhir
Abdul Majid
Head
Financial Management Division
Miss Ashley Tan
Head
Business Facilitation Division
Ms K Latha
(Business Unit)
Mrs Ng-Lou Geok Choo
(Company Unit)
Head
Corporate Development Division
Ms Wee Puay Hwa
Head
Management Services Division
Mrs Chng-Lee Soon Gim
Head
Information Resource Division
Mrs Loy Wei Sun
Head
Compliance Management Division
Mr William Lee
Head
Public Accountants
Registration Division
Miss Shirlynn Loo
Head
Financial Review Division
Mr Derek How

16
Advancing in Synergy
Partners in Synergy Partners in Synergy ACRA Annual Report 2004/2005 17
Partners in
Synergy
ACRA works in close partnership with affiliated agencies, professional bodies and the business
community to enhance Singapore’s business environment.

18
Advancing in Synergy
Milestones Achievements Summary of Legislative Work ACRA Annual Report 2004/2005 19
Milestones
Achievements
Summary of
Legislative Work
• Introduction of One-Director and
One-Shareholder Companies
The introduction of one-director, one-shareholder private
companies was made to encourage entrepreneurship in
Singapore, reduce red tape, and keep up with international
practices. With this amendment to regulatory requirements,
enterprising risk-takers who might have wanted to take the
challenge of starting a business alone could now do so without
being hampered by the two-director or shareholder requirement.
• Review of the Code of Corporate Governance
The Council on Corporate Disclosure and Governance (CCDG),
a standing private sector-led council embarked on a review of
the Code of Corporate Governance on 10 May 2004. After a
ten-week consultation exercise, the CCDG submitted its
recommendations to the Ministry for Finance on 3 June 2005.
The Ministry announced its acceptance of most of the CCDG's
recommendations on 14 July 2005. The Ministry also issued the
Code of Corporate Governance 2005. The Code of Corporate
Governance 2005 will take effect from annual general meetings
held on or after 1 January 2007.
Asia's top performing enterprise users of IT. The honourees of
the CIO 100 are exemplars of organisation that have used IT to
achieve organisational excellence.
• Intelligent Enterprise Asia (IEA) Awards 2004
BizFile was awarded the IEA Award 2004. The IEA Award
recognises the strategic use of IT in Asia-based organisations.
• Stockholm Challenge Finalist
The Stockholm Challenge is an awards programme for
pioneering IT projects worldwide. It focuses on the positive
effects of today's information society, and the benefits
information and communications technology can bring to
people and society. In the Stockholm Challenge Award
2003/2004, ACRA’s BizFile submission was one of the finalists.
• Public Accountants Oversight
Committee Achievements
ACRA prepared and implemented the following primary legislation for financial year 2004:
(1) The Accounting and Corporate Regulatory Authority Act 2004
(2) Accountants Act 2004
(3) Companies (Amendment) Act 2004
(4) Limited Liability Partnership Act 2005
The highlights of these Acts and the list of subsidiary legislation made in 2004 are set out in the tables below.
Primary Legislation Enacted
S/N Act
1
2
Accounting and Corporate
Regulatory Authority
Act 2004
Accountants Act 2004
Highlights of the Act
The Accounting and Corporate Regulatory Authority Act 2004 establishes and incorporates
the Accounting and Corporate Regulatory Authority (“the Authority”) to provide for its
functions and powers for matters connected therewith. The Authority is a merger between
the former Registry of Companies and Businesses and the Public Accountants’ Board.
The Accountants Act 2004 repeals and re-enacts with amendments to the Accountants
Act and also makes consequential amendments to other written laws. The primary and
secondary legislation provides for the Accounting and Corporate Regulatory Authority to
administer the Act. It also appoints the Public Accountants Oversight Committee to assist
the Authority in the administration of the Act.
• People Developer Standard
ACRA sought to develop a robust learning and development
system to attract, retain and cultivate talented personnel. The
system was translated into a comprehensive framework for
people development that addressed both immediate training to
equip personnel with the skills and knowledge to excel in the
newly-formed ACRA, and long-term training objectives to
address future organisational requirements. These efforts led to
the successful application for the People Developer Standard
(PDS) in September 2004.
• Accounting Requirements for Holding Companies
The provisions for accounting requirements of holding
companies were positively amended three times in two years.
These amendments to the law reflect ACRA's commitment to
facilitating the conducting of business in Singapore, while
ensuring high transparency and accounting standards.
• CIO 100 Honouree
ACRA was amongst the CIO 100 Honouree roll for both 2004
and 2005. The CIO 100 Honouree is CIO Asia's annual index of
The Public Accountants Oversight Committee (PAOC) achieved
meaningful milestones in FY 2004.
As a key priority for 2004, the PAOC focussed on building
strategic alliances with several international regulators.
Mr John Palmer, Chairman of the PAOC, initiated a meeting with
Mr David A Scott, Chief Executive Officer of the Canadian Public
Accountability Board, in July 2004.
In September 2004, Chairman PAOC also established a working
relationship with Mr William J. McDonough, Chairman of the
United States Public Company Accounting Oversight Board
(PCAOB). This paved the way to the start of fruitful dialogues
between the staff from the US PCAOB and the PAOC.
Ms Juthika Ramanathan, Registrar of Public Accountants,
attended the Heads of Auditor Oversight Roundtable in
September 2004 and in March 2005. This Roundtable is an
important platform where the auditor oversight authorities from
leading jurisdictions meet regularly to exchange insights in
global regulatory developments for the audit profession.
3
Companies (Amendment)
Act 2004
The Companies (Amendment) Act 2004 amends the Companies Act (Cap. 50) to
implement a number of the remaining recommendations of the Company Legislation and
Regulatory Framework Committee (”the Committee”) that have yet to be given effect to.
Some highlights of the amendments that implements the recommendations by the
committee include:
(a) Introduction of the one director/one shareholder company;
(b) Enactment of the unlimited capacity rule;
(c) Entrenching provisions in the Memorandum and articles of association of a company;
(d) Imposing the additional requirement that all companies must include their registration
numbers in certain types of documents issued by the companies;
(e) Doing away with the mandatory need for a company to display its name on the outside
of its office;
(f) Empowering the Minister to exempt any person or class of persons from the provisions
of Division 4 of Part IV of the Act;
(g) Providing in law that directors may be accorded protection for reasonable reliance on
information and advice from professionals and experts;
(h) Allowing a company to be exempted from preparing consolidated accounts if it is not
required to do so under the Accounting Standards;
(i) Increasing the penalties for non-compliance with laws relating to compliance with
prescribed accounting standards; Requiring a public company to undertake a review
of its auditor's fees, expenses and emoluments under prescribed circumstances and
to make the outcome known to persons entitled to receive notice of general meetings;

20
Advancing in Synergy
Summary of Legislative Work Summary of Legislative Work ACRA Annual Report 2004/2005 21
Primary Legislation Enacted (cont’d)
S/N Act
Highlights of the Act
Subsidiary Legislation Made Under Different Acts administered by ACRA (cont’d)
S/N Act
Highlights of the Act
3
4
Companies (Amendment)
Act 2004 (cont’d)
Limited Liability Partnerships
Act 2005
(j) Allowing electronic distribution of statutory reports, and also that a company be
allowed to electronically transmits notices of meetings and other documents to
members, officers or auditors of the company under certain specified conditions;
Enabling the Minister to declare any specified class of persons as approved
liquidators, and also to allow a person who does not fall within a specified class to
apply to the Minister for approval to be liquidator; and
(k) Abolishing the concept of “approved company auditor” to implement the new regime
where any public is automatically qualified to act as auditor of a company without
having to seek the approval of the Minister.
The Limited Liability Partnerships (“LLPs”) Act 2005 and subsidiary legislations provides
for the formation and all laws relating governing the limited liability partnerships. The LLPs
are essentially partnership structures with limited liabilities. They are subject to annual
reporting of their solvency/insolvency status as well as proper recording keeping so as to
enable financials to be prepared. In view of limited liabilities accorded to the partners of
the LLPs, other safeguards such as imposition of at least one local manager,
disqualifications of bankrupts from managing the business, a comprehensive winding up
regime and a claw-back mechanism are in place to protect the interests of those who
deal with the LLPs.
Subsidiary Legislation Made Under Different Acts Administered By ACRA
S/N
Act
Subsidiary Legislation
4
5
Companies Act Cap. 50
Limited Liability Partnerships
Act 2005
(a) Companies Act (Amendment Of Second Schedule) Notification 2004
(b) Companies (Amendment) Act (Commencement) Notification 2004
(c) Companies (Approved Company Auditors) (Transitional and Savings Provisions)
Regulations 2004
(d) Companies (Approved Liquidators) (Transitional and Savings Provisions)
Regulations 2004
(e) Companies (Amendment) Regulations 2004
(f) Companies (Exemption from Notification of Substantial Shareholding) Order 2004
(g) Companies Act (Amendment of Second Schedule) (No. 2) Notification 2004
(h) Companies Act (Amendment of Second Schedule) (No. 3) Notification 2004
(i) Companies (Amendment No. 2) Regulations 2004
(j) Companies (Filing of Documents) (Amendment) Regulations 2004
(k) Companies (Amendment No. 3) Regulations 2004
(l) Companies (Identical Names) (Amendment) Rules 2004
(m) Companies (Accounting Standards) (Amendment) Regulations 2004
(n) Companies (Accounting Standards) (Amendment No. 2) Regulations 2004
(o) Companies (Accounting Standards) (Amendment No. 3) Regulations 2004
(p) Companies (Accounting Standards) (Amendment No. 4) Regulations 2004
(a) Limited Liability Partnerships Act (Commencement) Notification 2005
(b) Limited Liability Partnerships Regulations 2005
(c) Limited Liability Partnerships (Identical Names) Rules 2005
1
2
3
Accountants Act 2004
Accounting and Corporate
Regulatory Authority
Act 2004
Business Registration
Act Cap. 32
(a) Accountants Act (Commencement) Notification 2004
(b) Accountants (Designation of Successor Company and Successor Society of the
Institute of Certified Public Accountants of Singapore) Notification 2004
(c) Accountants (Public Accountants) Rules 2004
(d) Accountants (Accounting Corporations) (Amendment) Rules 2004
(a) Accounting And Corporate Regulatory Authority Act (Commencement) Notification 2004
(b) Accounting And Corporate Regulatory Authority (Composition Of Offences) Rules 2004
(a) Business Registration (Amendment) Regulations 2004
(b) Business Registration (Exemption Of Accounting Firms) Notification 2004
(c) Business Registration (Amendment No. 2) Regulations 2004
(d) Business Registration (Identical Names) (Amendment) Rules 2004

22
Advancing in Synergy
Financial Highlights Financial Highlights ACRA Annual Report 2004/2005 23
Financial
Highlights
Financial Results
INCOME
ACRA achieved an operating surplus of S$21.8 million. Operating income of S$39.6 million mainly comes from
fines and penalties (41%) and companies registration and related fees (28%). The remaining 31% is made up of
information service fees (17%), business registration and related fees (12%) and public accountants registration
and related fees (2%). Net surplus after contribution to Government Consolidated Fund is S$17.4 million.
OPERATING EXPENDITURE
We classify operating expenditure into four major components, namely services; staff costs; rental, maintenance and
supplies and lastly, depreciation and other operating expenses. Operating expenditure amounted to S$17.8 million
in FY2004/05.
Services is the highest cost component and accounts for 36% of total operating expenditure. Services consisted
mainly of charges on computer services of S$5.0 million for the improvement and sustenance of the online
e-filing system (BizFile), followed by consultancy and agency fees and commission. Staff costs consisted of
salaries and training costs and accounts for 31% of total operating expenditure.
Financial Position
ASSETS
As at 31 March 2005, total assets was $34.7 million. Fixed assets and development projects-in-progress accounted for
19% of total assets. The remaining 81% consisted of cash at banks and receivables.
LIABILITIES
ACRA did not have any long term liabilities except for provision for pension of S$0.1 million. Current liabilities
were much higher at S$8.6 million which consisted of trade and other payables due to operating activities
(S$2.8 million) and the provision for contribution to Government Consolidated Fund (S$4.4 million).
CASH FLOW
There is an overall net cash inflow of S$26.6 million during the year. This is mainly due to an inflow of operating
income of S$26.7 million, an outflow of S$0.3 million for expenditure on fixed assets and development projects
and an inflow of S$0.1 million from cash from the issuance of shares to Government.
Rental, maintenance and supplies (15%) consisted mainly of rental charges of office premises, maintenance of
fixed assets and expenses on office supplies. Depreciation of fixed assets of S$2.3 million accounted for 13%
of total operating expenditure and other operating expenses made up the remaining 5%.
Balance Sheet Summary
As at 31 March 2005
S$ million
CAPITAL EXPENDITURE
Capital expenditure incurred was minimal in FY04/05, with additions of fixed assets of S$0.2 million and
development projects-in-progress of S$0.2 million. Capital commitments made for development projects but
not yet recorded as expenditure in the financial statements amounted to S$2.8 million, mainly for renovation of office
premises and IT projects.
Income and Expenditure summary
Year ended 31 March 2005
S$ million
Operating Income 39.6
Staff Costs (5.6)
Other Operating Costs (12.2)
Operating Expenditure (17.8)
Fixed Assets 6.4
Development Projects-In-Progress 0.2
Current Assets 28.1
Total Assets 34.7
Less:
Current Liabilities (8.6)
Non-current Liabilities (0.1)
Net Assets 26.1
Share Capital 8.6
Accumulated Surplus 17.4
26.1
Gross Profit/(Loss) 21.8
Less: Contribution to Govt Consolidated Fund (4.4)
Net Profit/(Loss) 17.4

24
Advancing in Synergy
Financial Highlights Financial Highlights ACRA Annual Report 2004/2005 25
Financial
Highlights
Statistics on commonly filed transactions from 01/04/2004 to 31/03/2005 Statistics on information services from 01/04/2004 to 31/03/2005
Transaction Details
No. of Transactions
Transaction Details
No. of Transactions
Viewing of summary of returns 113,745
Filing of summary of returns 102,953
Filing of annual returns 99,115
Application for striking off of a company 6,372
Business name application 24,714
Certificate of good standing 509
Business profile (Business) 36,925
Business profile (Company) 88,025
Non-Electronic / Electronic extracts 30,653
Microfilms of company 4,250
Changes to business
(changes in business entity, termination or withdrawals only)
33,398
People’s profile company 6,094
Package information 146
Business renewal (epayment) 74,487
Notice of cessation of business 6,164
Payment for new business registration 24,136
New name application 23,051
Local company incorporation 17,832*
Change of registered office address 20,788
Change of particulars of officers of local company 73,272
Return of allotment of shares 21,370
Notice of transfer of shares 19,258
Certificate confirming incorporation 5,572
Notice of resolution 11,921
Lodgement of new charges 7,019
* Including unpaid transactions
Number of registrations for companies and businesses from 01/04/2005 to 31/03/2005
No. of Businesses Registered
No. of Local Companies Incorporated
(Private & Public Companies)
No. of Foreign Companies Registered
24,136
17,418
155