Explained: Registered Filing Agent for Singapore Businesses

If you are a business owner in Singapore, you are required to comply with certain legal obligations, including the submission of certain documents to the Accounting and Corporate Regulatory Authority (ACRA). Failing to adhere to such obligations can result in penalties against your business.

To avoid missing any statutory filing dates and to ensure overall compliance with your business’ regulatory obligations, you may wish to engage a registered filing agent to conduct transactions on behalf of your business in Singapore.

This article will explain:

• What is a registered filing agent
• When do you need a registered filing agent
• How to know if a registered filing agent is qualified
• How to engage a registered filing agent

What is a Registered Filing Agent?

A registered filing agent is a person or business entity who, or that, carries out any transaction with ACRA on behalf of customers who engage the registered filing agent’s services. Such transactions include:

• Filing or lodging any document, or the submission, production, delivery, providing or sending of any document required by ACRA
• Making of any application, submission or request to ACRA
• Provision of any legal undertaking or declaration to ACRA
• Extraction, retrieval or accessing of any document, record or information maintained by ACRA

A registered filing agent must be a registered qualified individual, or (if the registered filing agent is a business entity) act through at least one registered qualified individual, who satisfies the following criteria:

• Is any of the following:

• • An advocate and solicitor (i.e. lawyer) of the Supreme Court of Singapore
  • A public accountant registered under the Accountants Act
  • A member of the Institute of Singapore Chartered Accountants
  • A member of the Association of International Accountants (Singapore Branch)
  • A member of the institute of Company Accountants, Singapore
  • A member of the Chartered Secretaries Institute of Singapore
  • A corporate secretarial agent

• Is “fit and proper” based on the following considerations:

• • Satisfactory previous conduct and compliance history as a registered qualified individual or as a registered filing individual
  • The individual’s reputation, including whether the individual has committed or was involved in another person’s commission of professional misconduct, breach of fiduciary duty or serious negligence
  • The individual’s capacity and capability to properly fulfil the obligations of a registered qualified individual and the terms and conditions of registration
  • Whether the individual’s registration as a registered qualified individual would be contrary to the public interest in that the standards that registered qualified individuals are expected to hold will be compromised

When Do You Need a Registered Filing Agent?

Under the Companies Act, companies are required to conduct an Annual General Meeting (AGM) as well as to subsequently file an Annual Return. An Annual Return is an electronic form lodged with ACRA that contains important particulars of the company including the names of its directors and secretary, and the date to which the company’s financial statements are made up.

While an appointed officer of the company, such as a director or secretary, may discharge such various statutory obligations, you may also engage the services of a registered filing agent to assist the company with the discharging of these obligations.

A registered filing agent will file the required documents on ACRA’s online filing portal BizFile+ on behalf of the company in discharge of the statutory requirements. Engaging a registered filing agent can help ensure that your business complies with the obligations in a timely manner so as to avoid incurring late lodgement fees or penalties.

How Do You Know If a Registered Filing Agent is Qualified? 

To qualify as a registered filing agent, a person must first be a business entity registered with ACRA. This can include an individual or a partnership registered under the Business Names Registration Act, a company incorporated under the Companies Act, a limited liability partnership registered under the Limited Liability Partnerships Act or a limited partnership registered under the Limited Partnerships Act.

Second, the registered filing agent must be fit and proper (as mentioned above) or (where the registered filing agent is a business entity) be able to show that any individual directly or indirectly involved in its management, such as its directors or partners, is fit and proper.

Third, where the registered filing agent is an individual, he or she must have successfully completed a mandatory training programme that comprises an Anti-Money Laundering/Counter Financing of Terrorism (AML/CFT) course and an AML/CFT Proficiency Test. Where the registered filing agent is a business entity instead of an individual, then the individual directly or indirectly involved in its management must have successfully completed the same mandatory training programme.

However, if the registered filing agent has had a previous registration cancelled for the breach of a prescribed registration requirement, or failed to pay a financial penalty in relation to the breach of such requirements, then at least 2 years must have passed since the date of cancelling of the registration. Only then can the individual reapply to become a qualified registered individual.

How to Engage a Registered Filing Agent

Registered filing agents provide professional filings with ACRA on the BizFile+ website. Their services are also often offered by firms specialising in corporate secretarial services.

Hence, if you are interested in engaging a registered filing agent for your business in Singapore, you can find out more about the corporate secretarial services and fees offered by our partner corporate services firm.

Our partner firm will be able to assist with matters such as the preparation and filing of any documents that may be required of your business, to achieve full regulatory compliance.

On the other hand, for other corporate legal services that demand a greater degree of legal oversight, such as the drafting or reviewing of contracts, you may wish to contact a corporate lawyer here.

A corporate lawyer will be able to assist in drafting watertight contracts, providing legal advice on the enforceability of specific contract terms, and ensuring that your business’ legal rights are well protected as you enter into agreements with other parties.