Commercial Law in Singapore

The Commercial Code in Singapore

Companies in Singapore fall under the regulations of the Companies Act, also known as Chapter 50. However, other types of companies are regulated by other statutes in the Commercial Law. The Commercial Law in Singapore comprises 20 chapters among which are also:

• - Chapter 8 or the Law of Contract,
• - Chapter 9 on the Domestic Sale of Goods,
• - Chapter 10 on the International Sale of Goods,
• - Chapter 11 or the Law of Credit and Security,
• - Chapter 12 or the Intellectual Property Law,
• - Chapter 13 on the Intellectual Property Licensing,
• - Chapter 14 on the Forms of Business Organizations,
• - Chapter 15 or the Law of Agency.

Other companies such as financial institutions and insurance companies fall under the regulations of the Banking Act, respectively the Insurance Act. Limited liability partnerships fall under the regulations of the Limited Liability Act.

For details about other statutes in the Commercial Code you can ask our Singapore law firm.

The incorporation of a company under the Commercial Law in Singapore

According to section 17 in the Commercial Law, an organization with more than 20 members must constitute itself as company. However, individuals carrying on a profession fall under the Legal Profession Act in the Commercial Law in Singapore and are allowed to establish partnerships.

The Companies Law allows any individual to incorporate a company in Singapore, provided the required documents are the submitted and the registration fee is paid. The required documents to be submitted upon company registration in Singapore are the Memorandum and Articles of Association. According to the Singapore Commercial Law, the information to be mentioned in the Articles of Association of a company are:

• - the name of the company,
• - the share capital and the liability of the company’s members,
• - how the company will be managed.

Once the Articles of Association are submitted with the Trade Register, a certificate of incorporation will be issued.

The modernization of the Commercial Law in Singapore

The Commercial Law was first enacted in 1994. However, in 2005 the Companies Act was amended in order to help businessmen with the registration procedure, but also to attract more foreign investors in Singapore. Among the amendments brought to the Singapore Companies Law are:

• - the dissolution of the terms “par value” and “authorized capital”,
• - the redemption of preference shares,
• - the enabling of treasury shares,
• - the liberalization of the fusion between companies without a Singapore court order.

You can contact our Singapore lawyers for details about the new amendments brought to the Commercial Law.