PRACTICE DIRECTION NO.

6 OF 2002
ISSUANCE OF PROFESSIONAL NUMBERS TO GROUP SECRETARIES
1. With the launch of the remaining phases of Bizfile, all company secretaries (and the respective company
directors) can lodge documents on behalf of their companies using their own CPF PAL PIN, if they have been
issued with one.
2. A company secretary does not require a Professional Number to lodge documents via Bizfile other than
registration of new charges or incorporation of a new company. Thus if the secretary does not perform any of
these two functions, there is no need to obtain a Professional Number and they should continue to use only their
own CPF PAL PIN to transact for the companies for which they hold the office as company secretary.
3. RCB has been informed that certain groups of companies have their own in-house corporate secretarial
division which provides all forms of secretarial work for the subsidiaries and associates within the group
including incorporation of companies. To enable these secretaries to continue providing this service under
Bizfile, RCB will consider issuing a Professional Number to the group.
4. With the Professional Number, the authorised person has the right to further authorise his employees or agents
to perform lodgements in respect of all or specific subsidiaries or associates within the group.
5. Though the Professional Number can be used for any lodgment under Bizfile, the authorised person(s) for
purposes of the Professional Numbers application and use must ensure that:
a) the actual person making the lodgment on behalf of the group (if not a 'prescribed person' as defined in the
Companies Act) does not lodge any document which can only be lodged by a prescribed person e.g.
Incorporations can only be performed by an advocate and solicitor, accountant or a prescribed person;
b) if the document is to be lodged by the company's employee (other than the company secretary) using the
Professional Number, the employee must obtain the consent of the company secretary to lodge that document
prior to lodgment. This consent need not be filed with RCB.
6. Applications for the Professional Number is to be made online at Bizfile website (www.bizfile.gov.sg). The
documents set out in the attached annex must be submitted together with the application. In addition to the letter
of authorisation, a letter of undertaking is also required.
7. This Practice Direction takes effect immediately.
Issued on 11th November 2002.

APPLICATION FOR PROFESSIONAL NUMBER BY GROUP COMPANY SECRETARIES

Applicant will submit the following online through Bizfile (aa) :
A) Letter of Authorisation A scanned letter in the letter-head of the Singapore holding company signed by a
named director which shall:
a) state that the applicant is authorised to apply for a Professional Number for the group (up to two persons can
be named as "authorised person");
b) state the authorised person(s)' qualification ie as a secretary, under which limb of section 171(1A) of the
Companies Act he/she falls into;
c) state the professional membership number (if any) of the authorised person (eg ICPAS or SAICSA
membership number);
d) set out the reasons why a professional number is sought;
e) list the names of all the companies in the group for which the authorised person named in the letter and his
agents can perform filings for; and
f) be accompanied by the letter of undertaking set out below.
B) The letter of undertaking shall be in the letterhead of the Singapore holding company, signed by the
authorised person(s) , and be in the following format:
To:
Registrar of Companies and Businesses. Singapore 079903,
Name of Holding Company to whom
PN is to be issued: (bb)
Registration Number:
Registered address of company:
Telephone and Fax:
Email address:
Nature of Activities:
In the event the Registrar of Companies & Businesses agrees to issue the company a PN for purposes of
transacting in Bizfile, I /we (name of authorised persons) undertake as follow:
a) the PN will only be used by the authorised persons and employees (ie as authorised agents) of the companies;
b) the PN will only be used for purposes of transacting on behalf of companies in the group for which the person
filing has been authorised to file on their behalf;
c) RCB has the right to object to the use of the PN by any non-prescribed person by giving notice to the
authorised person (s);
d) to ensure the integrity, correctness, authenticity and accuracy of the information submitted to the RCB, the
authorised person shall ensure that the non-prescribed person is sufficiently trained and competent to use the
system;
e) the company, the authorised person(s) and the authourised employees (hereinafter collectively "the company")
shall ensure that the PN is kept SECRET and used solely for the purpose for which it is issued;
f) where a transaction is to be carried out using the PN and the transaction is one that only a qualified or
prescribed person as defined under the Companies Act (Cap 50) can transact, for example, registration of local
and foreign companies on behalf of clients and registration of new charges, the transaction shall only be carried
out by such qualified or prescribed person;
g) the company shall also ensure any software or document submitted through Bizfile is free from any virus or
any defect that may affect the operation of Bizfile or cause any defect thereof . When any of the aforementioned
is reasonably suspected, the company shall immediately cease the use of such software or document and report
the incident to the RCB immediately;
h) the company shall ensure that any software application used for or in relation to the provision of the services
are compatible and has been authorised and approved by the RCB;
i) the non-prescribed person shall not draw or prepare any document or instrument relating to the incorporation
or formation of the limited company, unless the person doing so is authorised as defined in section 34 of the
Legal Profession Act (Cap 161);
j) where a non-prescribed person had misused or abused the use of the PN, the company shall give notice to RCB
and take steps to correct or rectify any records which had been filed.
k) the company agrees to abide by any other conditions which RCB may see fit to impose on the company on the
use of the PN; and
l) in the event that any of the above undertaking is breached, RCB may withdraw the PN provided immediately.

PRACTICE DIRECTION NO. 1 OF 2003

RCB ELECTRONIC FILING SYSTEM BIZFILE
1. The RCB will launch all phases of Bizfile on Monday 13 January 2003 at 9am. To ensure a smooth
transition to Bizfile, all filings using the manual forms must be done by 1 p.m, Friday 10 January 2003 as
instructed earlier in RCB's Closure Notice issued on 18 Dec 2002.
2. The following filing will be done under Bizfile:
2.1 Local Company Transactions
a) Application of new company names;
b) Incorporation of a new local company;
c) Self-incorporation of local companies;
d) Reporting changes to local companies;
e) Rectification of Typographical/Clerical Errors (including those by foreign companies);
f) Filing of Annual Returns;
g) Filing related to ending of companies including companies under receiverships and judicial management
schemes;
h) Applications under the Companies Act;
i) Striking off; and
j) Transactions relating to company charges.
2.2 Foreign Company Transactions
a) Application for reservation of names;
b) Registration of Foreign Companies;
c) Annual Filing of documents;
d) Filings related to ending of companies;
e) Applications under the Companies Act; and
f) Transactions relating to company charges.
2.3 Business Transactions
a) Business Name applications;
b) Registration of Businesses;
c) Changes to Business particulars;
d) Rectification of typographical/clerical errors;
e) Renewals; and
f) Termination/Cessation of Business.
2.4 Information Services
a) Sale of Information and other documents via Internet
b) Enquiries on Status of Applications made under Bizfile For a detailed menu of all BizFile services, please visit
RCB's website at http://www.rcb.gov.sg under the header "BizFile".
3. This Practice Direction sets out:
a) the changes to the laws which will take place on 13 January 2003;
b) procedures to be adopted for transitional cases eg name applications;
c) procedure to be adopted where no specific transaction form is found in Bizfile;
d) payment modes
e) re-organisation of RCB counters;
f) contingency plans; and g) helpdesk facilities. Apart from this Practice Direction, RCB will also post the
appropriate guidance notes on RCB's website at http://www.rcb.gov.sg under the header "Bizfile".

Changes to the laws effective 13 January 2003

4. Companies (Amendment) Act 2002
4.1 The Companies (Amendment) Act (Commencement) (No. 1) Notification 2003 will provide for the
commencement of Sections 2(b), 3 to 35, 42 to 60 and 62 to 64 of the Companies (Amendment) Act 2002
(referred to subsequently as "Amendment Act").
4.2 The following are the more important changes made under the Amendment Act:
Hard-copy certificates, licences, etc
4.2.1 The Registrar will no longer issue hard-copy certificates/licences for filings done under sections 17, 23,
26,28, 29, 30, 31, 61, 73, 134 and 135, namely: a) incorporation of public/private company [s 17 ]; b) licence to
hold land [ s 23 ]; c) registration of Order of High Court affecting memorandum, and alteration made to
memorandum [s 26 ]; d) change of name [ s 28 ]; e) licence to have a name without the word "Limited" or
"Berhad" [ s 29 ]; f) conversion of companies [ss 17(8), 30(2) and 31(3] ]; g) commencement of business [ s 61 ];
h) confirmation of reduction of share capital [s73(7)]; and i) registration of charges [ s 134 ].
Incorporation
4.2.2 For incorporation of local companies, Forms 6, 18 , 22, 46, 47 or 48 as the case may be. which were
required to be filed manually under Phase 1A need no longer be lodged.
Rectification of register under sec 12B(1)
4.2.3 Affidavits filed in Court in support of an application under section 12(B)(1) to rectify the register need not
be lodged with the Bizfile transaction form
Statutory Declaration of Solvency
4.2.4 The Statutory Declaration of Solvency (Form 66) made under section 293(3) under the manual filing
system will be replaced by the Declaration of Solvency which need not be executed as a statutory declaration.
The Declaration of Solvency form will be made available at RCB's webpage at http://www.rcb.gov.sg.
Registration of Charges
4.2.5 The instrument evidencing or creating the charge need not be submitted when applying to register a new
charge under section 131 unless requested for by RCB.
Memorandum of Association
4.2.6 Whilst the Memorandum submitted to Bizfile need not be signed, under the new section 22(4) a duly signed
copy is required to be kept at the registered office of the company.
Names
4.2.7 The following are to be noted with regards to similar names:
a) Checks for similar names will not be made by the Registrar at the point of application for a new name for
purposes of incorporation or change of name under the new section 27;
b) Bizfile may display a caution to the applicant in the event the system picks up any potentially similar name.
This is not an exhaustive search but merely a guide;
c) Complaints seeking Registrar's direction for name change must be made within 12 months of registration of
the company complained against;
d) For companies which have been incorporated prior to 13 January 2003, the complaint against that company
must be made within 12 months from 13 January 2003 if a complainant wishes to seek the Registrar's direction
for a name change (s 64(2) of the Amendment Act under Transitional provisions); e) Bizfile will provide a free
search facility in early Feb 2003 for a listing of names within a date range for companies doing surveillance in
addition to the existing free directory search.
4.2.8 For some guidance on choice of names please see Practice Direction 4 of 2003.
Director's Consent
4.2.9 As there is no change in the requirement for a director's consent to be kept at the registered office, the
Forms 45/45A has been retained in the Company Regulations.
Notification by bankrupt/convicted/resigned directors
4.2.10 The new section 173(6A) will allow disqualified/bankrupt directors or directors who has resigned to notify
RCB of the fact if they have reasonable cause to believe that the company will not lodge the relevant forms with
RCB about their cessation.
New offence creating provision
4.2.11 A new offence creating provision, section 401(2A), has been introduced which makes it an offence to
lodge, file with or submit to the Registrar or authorise the doing of these acts, with knowledge that the document
is false or misleading. The punishment prescribed is a fine up to $10,000 or 2 years imprisonment of both.
New forms
4.2.12 Three new forms will be introduced to cater for the following:
a) a change in members of companies/foreign companies limited by guarantee [ ss 35(5) and 372(3)];
b) alteration of share capital [ s 71(1A)]; and
c) transfer of shares [s 128A].
Return of Allotment of Shares
4.2.13 The return must be lodged within 14 days instead of 1 month.
Filing of Annual Returns by local companies
4.2.14 The Annual Return now comprises the Summary of Returns and the Main Return. The confirmation of the
Summary of Returns must be done 14 days before the Main Return is lodged. Please see guidance notes on
completion of the Annual Return found on RCB's website under the header "Bizfile".
"One-stop filing" for common forms for filing with OR
4.2.15 Under the current law, companies are also required to lodge certain notices/returns with both the RCB and
the Official Receiver. For convenience, companies need now only lodge the relevant transaction form under
BizFile and make payments for both filings. Upon lodgment Bizfile will automatically send a duplicate copy of
the transaction form to the Official Receiver. Manual lodgement of the same form with the OR is therefore not
necessary.
4.2.16 The forms involved in this "one-stop filing" are:
a) Statement of Affairs and the Affidavit verifying Statement of Affairs lodged under section 270 by liquidators
(formerly Forms 61A and 62A);
b) Notice of Holding of Meeting of Creditors (formerly Form 68);
c) Return By Liquidators relating to Final Meeting (formerly Form 69);
d) Notice of Appointment and Situation of Office of Provisional Liquidators (formerly Forms 70,71 & 72);
e) Notice of Change in Situation of Office of Provisional Liquidator (formerly Form 73);
f) Notice by Provisional Liquidator of Cessation (formerly Form 74); and
g) Liquidator's Accounts of Receipts and Payment and Statement of the Position in Winding up (formerly Form
75).
5. Business Registrations (Amendment) Act
Validity period after registration/renewal
5.1 A significant change will be that the applicant can apply and renew their registration for a one year period at a
time instead of the current three years. Certificates
5.2 The hardcopy certificate will no longer be issued upon registration or renewal of registration. Instead a notice
of registration or renewal will be issued electronically. Similar names
5.3 The following are to be noted with regards to similar names:
a) Checks for similar names will not be made by the Registrar at the point of application for a new name for
purposes of registration or change of name under the new sec 11 Business Registration Act;
b) Bizfile may display a caution to the applicant in the event the system picks up any potentially similar name.
This is not an exhaustive search but merely a guide;
c) Complaints seeking Registrar's direction for name change must be made within 12 months of registration of
the business complained against;
d) Businesses which have been registered prior to 13 January 2003, the complaint against that business must be
made within 12 months from 13 January 2003 if a complainant wishes to seek the Registrar's direction for name
change [new s 11(6)]; e) Bizfile will provide a free search facility in early Feb 2003 for a listing of similar names
within a date range for businesses doing surveillance in addition to the existing free directory search.
6. Companies (Filing of Documents ) Regulations
6.1 The above new Regulations contain provisions relating to electronic filing as well as provisions which have
been migrated from the Company Regulations (Rg 1,1990 Ed. ) as it involves filing requirements with the RCB.
The new Regulations will put into place provisions which will facilitate electronic filing and introduce new
electronic forms.
6.2 The new electronic forms are reflected as transaction forms. A list of the new transaction forms and the
corresponding old forms as well as the full menu of all Bizfile services is available on RCB's website under the
header "Bizfile".
6.3 Some of the transaction forms require documents to be attached . The transactions which require attachments
and the type of attachments required are set out in the table below and can also be found in RCB's website under
the header "BizFile" and "Attachments to Bizfile Transactions".
Former Provision of Name of Bizfile transaction Type of Attachment
Form No Law form Required
requiring
lodgment
16A 30(4)(c) Conversion to unlimited Assent by Members
company
29A 76(10)(e) Notice of Intention to Statement required under
Propose Special Resolution Section 76(10)(e)
to give financial assistance
for the acquisition of shares
or units in company
41 and 42 136(1) Satisfaction of Charges Statement of Satisfaction of
Charges
51 174(5) Statutory Report of Public Statutory Report of Public
Company Company and theReport of
Auditor (if any)
61 & 62 223(1)(c) and Statement of Affairs Statement of Affairs and
227(L)(6) Affidavit verifying
Statement of Affairs
61A &62A 270(1) Statement of Affairs Statement of Affairs and
Affidavit verifying
Statement of Affairs. [Note:
Form for attachment will be
prescribed under the
amended Companies
Regulations]
63 225(1) Accounts of receipts and Accounts of receipts and
payments by receiver or payments by receiver or
receiver and manager receiver and manager
66 293(3)(c) Declaration of Solvency Declaration of Solvency
75 317 Liquidator's account of Liquidator's account of
receipts and payments and receipts and payments and
statement of the position in statement of the position in
the winding up the winding up
6.4 The old forms currently posted on RCB's website will remain there for 3 months i.e. until 13 April 2003 to
enable companies to use them to lodge the Notice of Error (former Form 5A) which requires the amended (old)
form to be attached to the Notice of Error.
7. Companies Regulations and Business Registration Regulations
7.1 The Companies (Amendment No 1) Regulations 2003 seeks to:
a) delete those regulations which have been migrated to the Companies (Filing of Documents) Regulations as
well as the forms involved and
b) amend those provisions and forms affected by electronic filing.
7.2 The regulations and forms that have been retained will therefore be those not relating to filing requirements
with the RCB. A new First Schedule will also replace the former one. The Second Schedule will be amended to
delete forms which are no longer required. Certain forms are also amended i.e. Forms 45, 45A, 45B, 48B, 48C,
57, 58, 61, 61A, 62, 62A, 63B and 65A. Forms /61A and 62A will be attached to the electronic forms used in
Bizfile.
7.3 The current Business Registrations Regulations will be revoked and replaced by a new Business Registration
Regulations 2003. The new Regulations will put into place provisions which will facilitate electronic filing.
8. Companies (Identical Names) Rules and Business Registration (Identical Names) Rules
8.1 These new rules are made by the Registrar pursuant to the new section 27(2D) Companies Act and section
11(10) Business Registration Act and will set out what the Registrar will consider as identical. The rules are as
follow:
a) in determining whether one name is identical to another, the following shall be disregarded:
(i) "The", where it is the first word of the name;
(ii) "Private", "Pte", "Sendirian", "Sdn", "Limited", "Ltd", "Berhad" and "Bhd";
(iii) the following words and expressions where they appear at the end of the name: "company", "and company",
"corporation", "Incorporated", "Asia","Asia Pacific", "International", "Singapore", "South Asia", "South East
Asia" and "Worldwide";
(iv) any word or expression which, in the opinion of the Registrar, is intended to represent any word or
expression in sub-paragraph (iii). (v) the plural version of the name;
(vi) the type and case of letters, spacing between letters and punctuation marks; and
b) the symbol "&" shall have the same meaning as the word "and".
8.2 The rules will also provide that the Registrar may refer the parties in dispute over the use of a name to
mediation before giving any direction for a name change.
9. Fees - Amendments to the Second Schedule to Companies Act and the Schedule to the Business
Registration Regulations
9.1 The Second Schedule to the Companies Act which contain the fees payable will be deleted and replaced by a
new Second Schedule by the Companies Act (Amendment to Second Schedule) Notification 2003. The Schedule
to the new Business Registrations Regulations 2003 will provide for the new fees to be paid . For further details
please see Practice Directions 2 and 3 of 2003.
10. Amendments to the Eighth Schedule to the Companies Act
10.1 The amendments are contained in the Companies (Amendments of Eighth Schedule) Notification 2003. The
amendments will state that the annual return shall consist of the summary of returns and the main return and sets
out the particulars they should contain. A similar requirement is set out in the Companies (Filing of Documents)
Regulations for companies not limited by shares.
Pending name applications
11. Applicants whose applied names have been reserved under the current manual system will be informed in
writing of their new application numbers. This new application number is to be treated as the "Company Name
Application Number" for purposes of any follow up required eg for filing application for change of name. The
new application number is the old RCB reference number with the prefix "NN1". For example if your old RCB
reference number is "C12345(LSM)" then the new application number/ Company Name Application number is
NN1C12345.
Procedure to be adopted where no specific transaction form is found in Bizfile
12.1 Whilst RCB has endeavored to be as comprehensive as possible in providing a transaction form for each
type of transaction, there may be filing requirements set out in the laws other than the Company Regulations or
the two Acts for which no transaction form has been catered for.
12.2 There may also be transactions which are so remote or rare that designing a form for that purpose is not
cost-effective.
12.3 For the above type of scenarios, RCB will accept lodgement of the documents involved at RCB under the
following procedure:
a) The company will provide a covering letter setting out the provision under which the lodgement is made;
b) The covering letter will accompany the documents and a standard lodgement fee of $10 is payable for such
lodgement. A late penalty fee may still be imposed if the lodgement is out of time;
c) If lodgement is allowed , an RCB officer will lodge the document using the transaction form called "General
Lodgement Form" which is accessible only by RCB officers for purposes of such lodgments.
12.4 If there is a need to, RCB will provide a specific transaction form in due course.
12.5 The following less frequent type of applications which currently does not involve the filing of any form with
the RCB will continue to be made in paper form:
a) Application for registration as a trust companies under section 3 of the Trust Companies Act
b) Application for extension of time for giving notice of change in substantial shareholdings [s 87 Companies
Act]
c) Application by Listed Public Companies for extension of time to hold Annual General Meeting or to table
accounts older than prescribed period [s 175 & s 201 Companies Act].
Batch Filing and transaction forms
13.1 The batch filing software will be made available on the RCB's website for downloading by 8 January 2003.
13.2 As the respective individual transaction forms may be voluminous , they will not be placed separately on
RCB's website . They can however be extracted from the batch filing software for viewing or for off-line
preparation.
Payment modes under Bizfile
14.1 Under Bizfile, applicants can make payment using the following payment modes :
Types of Payment Mode Preparation Required
(a) CashCards ( referred to as You need a CashCard, a NETS e-
"NetsCash" in Bizfile) wallet and a smartcard reader. The
maximum value that can be retained in
the CashCard is $500.
(b) Credit Cards (referred to as "PC Visa or Mastercard only. RCB does
Trans" in Bizfile) not require a corporate card to be used.
(c) eNets Debit Currently this service is only provided
by DBS and UOB. You will therefore
need to be a DBS or UOB account
holder. The maximum daily
transaction limit is $2,000. You can
apply to DBS or UOB to take
advantage of this facility.
(d) RCB Deposit Service Professional firms/companies and
users issued with a Professional
Number may to set up a Deposit
Account with RCB specially for
Bizfile transcations. Deposit accounts
previously used for manual filing
cannot be used for Bizfile transactions.
You need to deposit a minimum
amount of $300. You may apply online
on the BizFile Homepage at
www.bizfile.gov.sg under the item
"Subscribe" under "Deposit
Service".The payment modes available
are CashCards, Credit Cards and eNets
Debit. Alternatively if you wish to
make payment by cheque, please
submit the "RCB Deposit Service
Application Form" together with a
cheque for the initial deposit amount
of at least $300 to RCB made payable
to the "Registrar of Companies &
Businesses". The application form is
available on our web-site at
www.rcb.gov.sg under "Payments" and
can be submitted in person or by post.
Please note that for subsequent top-up
by cheque, the minimum amount for
cash top-up is $100.
Re-organisation of Counters at RCB
15.1 With effect from 9 am, Monday 13 January 2003, only the following services will be provided during the
usual office hours at RCB's registration halls:
a) 5 counters will be opened by RCB and manned by RCB officers until further notice to cater for registrations
and filings done by members of the public under the Business Registrations Act;
b) As companies have their own professional advisers and secretaries to assist in their filing, all filings under the
Companies Act will not be accepted at any one of the above 5 counters. Instead, these filings can be done by the
companies' officers or its agents (i.e professionals engaged or service bureau) or via any one of the 10 self-
service kiosks made available by RCB at the registration hall. Professional firms/companies are however
encouraged to procure their own computer system to e-file and reserve the use of the 10 self-service kiosks to
individuals who wish to file the forms on their own. Direct assess to the BizFile Helpdesk will be available at the
10 self-service kiosks.
c) The Information Resource Division will continue to operate at the registration hall to sell business profiles,
microfiche and extracts.
Updating of Information
16.1 As data is directly keyed into the system , Bizfile will update the information filed within 30 minutes of the
applications being successfully lodged. You will be able to purchase the business profile with the updated
information thereafter.
16.2 For applications which have to be processed by an RCB officer e.g registration of new charges, conversion
of companies, notice of error, etc, Bizfile will update the information after approval is granted by the officer or, if
payment is required after the approval is given, after payment is accepted by the system. You will be able to
purchase the business profile with the updated information thereafter.
Contingency Plans
17.1 Bizfile is available 24 hours a day, 7 days a week.
17.2 In the event of an island-wide power failure or Bizfile is unavailable due to system breakdown from the start
of the business day up to 3.00 pm on weekdays or 10.00 am on Saturdays and the matter is of utmost urgency,
you may proceed to lodge a signed copy of the electronic transaction forms downloaded from the batch filing
software together with a softcopy version of the electronic form (as used in batch filing) with a written request
setting out the urgency of the matter. Payment of the requisite fees must be made by cheque only.
BizFile Helpdesk
18.1 For assistance or clarifications, please continue to contact RCB's BizFile Helpdesk at 62486028 (daily 7
a.m. to midnight including Sundays and public holidays). To enable Helpdesk to respond to your problem
quickly please ensure that the following specific information are given to them: a) nature of the problem; b)
message displayed on screen (if any); and c) date and time problem encountered.
19 Practice Direction No. 1 of 2002 is hereby revoked.

PRACTICE DIRECTION NO. 2 OF 2003

AMENDMENTS TO FEE SCHEDULE UNDER BUSINESS REGISTRATION ACT
1. This Practice Direction highlights the changes in the fees payable to the Registrar under the Schedule to the
Business Registration Regulations with effect from 13 January 2003.
2. The new fees payable under the Schedule will be as follows :
a) Current items:
 Item in Nature of lodgment/application/service Fees to be
Schedule after paid to the
amendments Registrar
1 For registration of a business $100
2 For furnishing additional particulars under $10
section 7
3 For renewal of registration under section $25 perannum
9(3A)
4 For lodging changes of particulars under $20
section 12(1)
5 For lodging changes of particulars together $20
with a statement of cessation furnished by a
withdrawing partner under section 12(3)
6 For lodging a notice of termination of $20
business.
7 For supplying certified copies of business $5 per copy
forms
8 For lodging an appeal to Minister against $50
Registrar's decision
9(a) For providing information relating to the $5
business profile of businesses.
9(b) For providing information relating to a $30
person's involvement in companies and
businesses in the Register
10 For supplying information extracted from
Registry on bulk or packaged basis: a)$120 per
a) manpower costs man hour
b) computer CPU charges b)$5.40 per
CPU-second
subject to
minimum of
$30 Additional
$3 per
business name
if information
supplied in
non-written or
printed form.
11 For application for approval of name or $15 upon
change of name. approval of
each name
14 For supplying information to authorised $0.80 per
person for purpose of selling packaged particular of a
information or on a bulk basis. business
(b) The following new items will be inserted in the Schedule:
 Item in Nature of lodgment/application/service Fees
Schedule
9(c) For supplying statistics on any type of $30
business activities and the number of
businesses engaged in the type of business
activities.
9(d) For supplying statistics on the number of $30
businesses by status.
9(e) For supplying a register of business documents $10
or forms.
9(f) For supplying a certificate or production. $10
9(g) For supplying electronic extracts of forms filed $10
with the Registrar.
12 For application to Registrar to direct a change $30
of business name
13 For appeal to Registrar for approval of name $15 per appeal
or change of name.
15 For supplying a hard copy of certificate of $50
confirmation of registration.
16 For lodgment of notice of error in document $30
lodged.
17 For late lodgment of document Up to $350
18 For late renewal of registration – $10
(a) where application for renewal of $25
registration is lodged within one month from
the date of expiry of registration
(b) where application for renewal of
registration is lodged after one month from the
date of expiry of the registration.
19 For providing any other service relating to - $50 $30
(a) registration (b) any other filing
(c) Items 9(c), 9(d) of the Schedule will be deleted.
(d) the following services will be provided free of charge :
Nature of service
1 Status Enquiry for Business lodgment
2 Status Enquiry for Status of Renewal of Business
3 Status Enquiry for Status of Payment of Business
Penalties/Fines including late lodgment fees and
composition fines
4 Notification of Changes in Mobile No./Email Address of
Business Person
5 Lodgement of Notice of Cessation of Business Upon
Expiry of Registration
6 Lodgement of entry/change of particulars of next-of-kin
/administrator/ executor/ executrix
7 Application for Inter-Bank Giro 8 Termination of Inter-
Bank Giro 9 Online directory search for names

PRACTICE DIRECTION NO. 3 OF 2003

AMENDMENTS TO FEE SCHEDULE UNDER COMPANIES ACT
1. This Practice Direction highlights the major changes in the fees payable to the Registrar under the Companies
Act (Amendment of Second Schedule) Notification 2002 with effect from 13 January 2003.
2. The fees payable under the Second Schedule to the Act will be as follows :
a) Current items:
 Item in 2nd Fees to be paid to the Registrar Fees to be
Schedule paid to the
(after Registrar
amendments)
36 Lodgment of statement containing particulars of $60
charge
37 Lodgment of statement containing particulars of a $60
series of debentures
38 Lodgment of statement containing particulars of an $60
issue of debentures when there is more than one
issue of debenture in a series of debentures
45 to 48 Lodgment of annual View & lodgment of $10
return of a company summary of return $10
Lodgment of main return
49 Application for extension of time for period of Up to
accounts $150
50 Application for extension of time to hold AGM Up to
$150
76 Registration of foreign company $300 for
foreign
company
having a
share
capital
$1,200 for
foreign
company
not having
a share
capital
101 Application for the following: $50
(a) certificate confirming incorporation of
company;
(b) certificate confirming that company is
incorporated in accordance with the alteration made
to the memorandum;
(c) certificate confirming incorporation of company
under new name changed by special resolution;
(d) certificate confirming conversion of company
from
(i) unlimited to limited by guarantee;
(ii) unlimited to limited by shares;
(e) certificate confirming conversion from
(i) public company to private company;
(ii) private company to public company;
(f) certificate that foreign company is registered in
Singapore;
(g) certificate confirming approval to hold land;
(h) certificate confirming approval to register
company with limited liability without the addition
of "Berhad" or "Limited";
(i) certificate that company is entitled to commence
business and exercise its borrowing powers;
(j) certificate to confirm that charge is registered.
104 On late lodging of any document under the Act Up to
after the period prescribed by law, in addition to $350
any other fee
111 Application to the Minister to appeal against the $100
(b) The following new items will be inserted in the Second Schedule:
Item in 2nd Schedule Fees to be paid to the Registrar
(after amendments)
10 Lodgment of change in situation of registered $10
office or of office hours. (applicable to both
companies and foreign companies)
33 Lodgment of return of allotment of shares $10
34 Lodgment of notice of appointment, cessation $10
of appointment or change of particulars of
company’s director, manager, secretary and
auditor
42 Lodgment of form reporting variation of $10
charges
71 Application for striking off $35
73 Lodgment of objections to striking off $10
74 Lodgment of notification of intention to $10
lodge objections to future striking off (valid
for one year)
75 Lodgment of withdrawal of application to $30
strike off
93/94 Application for filing annual return with one $30
director’s signature with or without AGM
100 Lodgment of notice of error in document $30
lodged
102 Application to Registrar to direct a change of $30
company name
125 For supplying of electronic extracts of forms $10
filed with the Registrar
126 For supplying of electronic extracts of $25
electronic forms including attachments filed
with the Registrar
139 For supplying a certificate of $10
production/certificate of good standing of
company
(c) Items 9(c), 9(d) of the Schedule will be deleted.
(d) the following services will be provided free of charge :
Nature of service
1 Status Enquiry for Business lodgment
2 Status Enquiry for Status of Renewal of Business
3 Status Enquiry for Status of Payment of Business
Penalties/Fines including late lodgment fees and
composition fines
4 Notification of Changes in Mobile No./Email Address of
Business Person
5 Lodgement of Notice of Cessation of Business Upon
Expiry of Registration
6 Lodgement of entry/change of particulars of next-of-kin
/administrator/ executor/ executrix
7 Application for Inter-Bank Giro 8 Termination of Inter-
Bank Giro 9 Online directory search for names
Please visit our web-site (http://www.rcb.gov.sg) or refer to the Second Schedule to the Companies Act for other
fees on:
(i) Incorporation of company;
(ii) Changes to local and foreign company particulars;
(iii) Lodgment of charges by company for registration;
(iv) Annual filing by local and foreign company;
(v) Ending of local and foreign company;
(vi) Foreign company name application and registration; and
(vii) Information services.
(c) Items 9, 18, 20, 22 and 38(3) & 38(4) of the Second Schedule will be deleted.

PRACTICE DIRECTION NO. 5 OF 2003

APPLICATIONS TO THE MINISTER UNDER THE COMPANIES ACT VIA BIZFILE
1. With effect from 13 January 2003, the following types of applications are to be made electronically through
Bizfile:
1.1. Applications under section 23(1)(c) for powers set forth in the Third Schedule;
1.2. Applications under section 23(2) for approval to hold, sell, mortgage or transfer land;
1.3. Applications under section 29(1) for omission of the word "Limited" or "Berhad"; and 1.4. Applications
under section 29(4) for alteration of memorandum or articles of association.
2. The following procedures shall apply to the aforesaid applications:-
2.1 All applications are to be addressed to the Registrar of Companies ("Registrar")
2.2 The application is to be submitted via Bizfile. You can choose the relevant application from the option called
"Applications under the Companies Act" under the header "Other Transaction" in the BIZFILE menu page
2.3 Payment of the application fees can be made online via CashCard, Credit Cards, eNETS Debit or RCB
Deposit Service
2.4 Applications should be made at least 3 weeks ahead of the expected date of response
2.5 Where expedited processing is required, please give reasons and explain why the application could not have
been submitted earlier
3. The aforesaid applications should contain the following minimum information:-
3.1 Applications under section 23(1)(c) for powers set forth in the Third Schedule to be included in a company's
memorandum of association
3.1.1. Name of applicant.
3.1.2. Name of company and registration number.
3.1.3. Principal activities.
3.1.4. Powers under the Third Schedule that are required.
3.1.5. If borrowing powers are required (such as paragraph 13 of the Third Schedule), provide the following
additional information:
3.1.5.1. Why the company needs to borrow;
3.1.5.2. How the loan will be utilised and in what way that would further the objects of the company;
3.1.5.3. How the company will repay the amount borrowed;
3.1.5.4. Whether the loan amount exceeds the value of the company's net tangible assets;
3.1.5.5. Whether the company is borrowing only from established financial institutions such as banks and finance
companies or also from the public; and
3.1.5.6. Whether the means and purpose of acquiring the loans are spelt out clearly in the memorandum &
articles.
3.2 Applications under section 23(2) for approval to hold, sell, mortgage or transfer land
3.2.1. Name of applicant;
3.2.2. Name of company and registration number;
3.2.3. Principal activities;
3.2.4. Property/ land to be acquired, sold or mortgaged;
3.2.5. Intended use of property/ land to be acquired, sold or mortgaged.
3.2.6. Other properties held by company and their respective use;
3.2.7. Whether approval from any other department is required e.g. Land Dealings Unit and Urban
Redevelopment Authority. If so, whether approval has been obtained;
3.2.8. Intended use of proceeds from sale/ funds obtained from mortgage (if applicable);
3.2.9. Copy of Minister's licence previously granted in the case of mortgage/ sale (if applicable).
3.3 Applications under section 29(1) for omission of the word "Limited" or "Berhad" from name of company
3.3.1 Name of applicant;
3.3.2 Name of company and registration number;
3.3.3 Principal activities;
3.3.4 Whether the company is registered as a charity under the Charities Act or as an Institution of Public
Character ("IPC");
3.3.5 How the following requirements of section 29(1) are satisfied
3.3.5.1 the company has some basis of national or general public interest;
3.3.5.2 the company is in a financial position to carry out the objects for which it was formed; and
3.3.5.3 the company will apply its profits (if any) or other income in promoting its objects and will prohibit the
payment of any dividend to its members. Where applicable, please state the proposed clause in the memorandum
that provides for this.
3.4 Applications under section 29(4) for alteration of memorandum or articles
3.4.1 Name of applicant;
3.4.2 Name of company and registration number;
3.4.3 Principal activities;
3.4.4 Clause(s) in the memorandum and articles which are to be altered and the reasons for so doing;
3.4.5 If the application is made concurrently with an application under section 23(1)(c), state the powers under
the Third Schedule that are required;
3.4.6 If borrowing powers are required, (such as paragraph 13 of the Third Schedule) provide the following
additional information:
3.4.6.1 why the company needs to borrow;
3.4.6.2 how the loan will be utilised and in what way that would further the objects of the company;
3.4.6.3 how the company will repay the amount borrowed;
3.4.6.4 whether the loan exceeds the value of the company's net tangible assets;
3.4.6.5 whether the company is borrowing only from established financial institutions such as banks and finance
companies, or also from the public; and
3.4.6.6 whether the means and purpose of acquiring the loans are spelt out clearly in the memorandum and
articles of association.
4. Manual applications will no longer be accepted for such applications.
5. This practice direction replaces Practice Direction 5 of 2002 and takes effect on 13 January 2003.