Statute Details
- Title: Companies (Listed Foreign Companies — Exemption from Section 379) Regulations 2023
- Act Code: CoA1967-S385-2023
- Type: Subsidiary Legislation (SL)
- Authorising Act: Companies Act 1967 (powers under section 411 read with section 384(b))
- Enacting/Responsible Minister: Minister for Finance
- Commencement: 28 June 2023
- SL Number: S 385/2023
- Key Provisions: Regulation 1 (Citation and commencement); Regulation 2 (Exemption)
- Status: Current version as at 27 Mar 2026
- Related Legislation: Companies Act 1967; Securities and Futures Act 2001; Town Councils Act 1988
What Is This Legislation About?
The Companies (Listed Foreign Companies — Exemption from Section 379) Regulations 2023 (“the Regulations”) create a targeted exemption for certain foreign companies whose shares are listed outside Singapore. In practical terms, the Regulations allow eligible “listed foreign companies” to be exempt from the obligations in section 379 of the Companies Act 1967 (“the Act”).
Section 379 of the Act (as a general rule) is concerned with the keeping of information about members (shareholders) and related record-keeping/availability of information. For many foreign companies, strict compliance may be operationally difficult because their shareholding is held through overseas securities settlement and depository systems, and because their corporate control and management may not be exercised in Singapore.
The Regulations therefore balance two policy objectives: (1) maintaining Singapore’s ability to obtain shareholder information for regulatory and enforcement purposes, and (2) avoiding unnecessary duplication of record-keeping where the company’s shareholding structure is already governed by foreign market infrastructure and disclosure regimes. The exemption is not automatic; it is conditional and is designed to preserve access to membership information for public agencies.
What Are the Key Provisions?
1. Citation and commencement (Regulation 1)
Regulation 1 provides the short title and states that the Regulations come into operation on 28 June 2023. This matters for practitioners assessing whether a company’s exemption can be relied upon from a particular date, particularly when considering compliance timelines or enforcement actions.
2. The exemption from section 379 (Regulation 2(1))
Regulation 2 sets out the conditions under which a foreign company is exempt from section 379 of the Act. The exemption applies only if all of the following requirements are satisfied:
(a) Control and management not exercised in Singapore
The company’s business must be managed and controlled outside Singapore. This requirement is aimed at ensuring that the exemption is for foreign companies that are not effectively operating as Singapore-based entities for governance purposes.
(b) No head office or headquarters in Singapore
The company must not have its head office or headquarters in Singapore. This is a structural criterion that reduces the risk that Singapore-based management would be insulated from local record-keeping obligations.
(c) Subject to regulatory disclosure and beneficial ownership transparency requirements
The company must be subject to:
- regulatory disclosure requirements; and
- requirements relating to adequate transparency in respect of its beneficial owners
These requirements must be imposed through stock exchange rules, law, or other enforceable means. The emphasis on beneficial ownership transparency is significant: it indicates that the exemption is premised on the existence of comparable transparency standards in the company’s home market or listing jurisdiction.
(d) Shares listed for quotation on a foreign securities exchange
The company’s shares must be listed for quotation on a securities exchange in a country or territory outside Singapore. This ties the exemption to cross-border listing realities and avoids extending the exemption to companies listed in Singapore.
(e) Title to shares evidenced through specified depository/settlement arrangements
The Regulations recognise that share title may be evidenced either by instruments or by book-entry systems. The exemption is available only if one of the following applies:
- Case (i): No instruments evidence title
Where title to some shares is not evidenced by any instrument, title to those shares must be evidenced by records in a securities settlement system. - Case (ii): Instruments evidence title
Where title to some shares is evidenced by instruments:- the instruments may be deposited in a foreign central securities depository in the name of the depositor; and
- upon deposit, the titles must be transferrable by book-entry in the depository register maintained by that depository.
Two further technical conditions are embedded in Case (ii):
- Depositor deemed holder: under the law governing the depository, the depositor is deemed to be the holder of the shares entered against the depositor’s name in the depository register.
- Company’s register must record depositor names: the company must be obliged to enter in its register of members the names and particulars of any depositor mentioned in the depository register.
3. Condition: provision of membership information to public agencies (Regulation 2(2))
Even where the company meets the structural and listing criteria in Regulation 2(1), the exemption is subject to a condition. The foreign company must provide specified information to a public agency that requests it for the administration or enforcement of any written law.
The key operational features are:
- Trigger: the public agency must notify the Authority (the Authority is referenced in the Regulations; in practice this aligns with the Companies regulatory framework).
- Time limit: the company must respond within 14 calendar days after the date of the request, or any later date specified in the request.
- Information required:
- the names and addresses of persons who were members within the 7 years before the request date;
- the date on which each person became a member;
- if a person ceased to be a member during that period, the date of cessation.
This is a crucial compliance point. The exemption relieves the company from section 379, but it does not remove the company’s obligation to supply membership information when law enforcement or regulatory agencies need it. For practitioners, this means exemption planning must include a workable process for retrieving historical membership data from overseas depository records and mapping them to beneficial owners or registered members as required.
4. Definitions and interpretive provisions (Regulation 2(3))
Regulation 2(3) clarifies several terms that affect compliance:
- “calendar day” includes Saturday, Sunday and every public holiday. This affects the calculation of the 14-day response period.
- “foreign central securities depository” means a central securities depository in another jurisdiction performing a function corresponding to the Central Depository System under section 81SH of the Securities and Futures Act 2001.
- “public agency” includes:but it excludes a Town Council established under section 4 of the Town Councils Act 1988. This exclusion is important for determining whether certain local bodies can request information under this regime.
- a Ministry or department of the Government; or
- a body corporate established by a public Act for a public function,
- “securities settlement system” is defined as a computer-based system enabling titles to shares to be evidenced and transferred without a written instrument, and which may facilitate supplementary and incidental matters.
How Is This Legislation Structured?
The Regulations are concise and structured around two operative provisions:
- Regulation 1 (Citation and commencement): sets the name and commencement date.
- Regulation 2 (Exemption): contains the substantive exemption criteria, the conditional requirement to provide membership information to public agencies, and the interpretive definitions.
There are no additional parts or complex schedules in the extract provided. The legislative design is therefore “all-in-one”: eligibility, conditions, and definitions are contained within a single regulation.
Who Does This Legislation Apply To?
The Regulations apply to a foreign company seeking exemption from section 379 of the Companies Act 1967. The exemption is limited to foreign companies that satisfy the specific criteria relating to Singapore’s nexus (no Singapore control and no Singapore head office), the listing location (shares listed outside Singapore), and the shareholding/title mechanics (through specified depository or settlement systems).
In addition, the exemption is conditional on the company’s ability and willingness to provide membership information to a public agency upon request. The definition of “public agency” is carefully bounded and excludes Town Councils, meaning that not all public bodies will have standing to make requests under this exemption framework.
Why Is This Legislation Important?
For practitioners, the Regulations are important because they address a common compliance friction point for foreign issuers: how to reconcile Singapore’s company record-keeping requirements with the realities of overseas securities markets and depository systems. Without an exemption, a listed foreign company might face duplicative or impractical obligations to maintain member records in a form that does not align with how shares are held and transferred in its home market.
At the same time, the Regulations preserve Singapore’s regulatory access. The conditional information provision under Regulation 2(2) ensures that, even if section 379 is not complied with in the usual way, public agencies can still obtain membership information for up to seven years prior to the request date. The 14 calendar day response requirement (including weekends and public holidays) is a material operational constraint that should be factored into compliance processes, vendor arrangements, and internal record-retrieval workflows.
From a risk management perspective, counsel should treat the exemption as a structured eligibility test rather than a blanket relief. Each element—non-exercise of control and management in Singapore, absence of a Singapore headquarters, comparable disclosure and beneficial ownership transparency, foreign listing, and the specific depository mechanics—must be satisfied. If any element fails, the company may fall back into the default obligations under section 379, potentially exposing it to enforcement or compliance gaps.
Related Legislation
- Companies Act 1967 (including section 379; also the enabling provisions in sections 411 and 384(b))
- Securities and Futures Act 2001 (section 81SH, referenced for the Central Depository System concept)
- Town Councils Act 1988 (section 4, referenced for the exclusion of Town Councils from “public agency”)
Source Documents
This article provides an overview of the Companies (Listed Foreign Companies — Exemption from Section 379) Regulations 2023 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.