February 2017 - Newsletter 1/2017

Newsletter 1/2017

Dear valued clients and business associates,

We are pleased to present to you our first newsletter in the year of 2017 by highlighting the recent key changes:-

I) Phased implementation of Companies Act 2016; and
II) Finance Act 2017

Please refer to the section below for more information. Happy Reading!

With compliments from,
M.S. Wong & Co

I) Phased Implementation of Companies Act 2016

SSM has recently announced that Companies Act 2016 will be effective from 31st January 2017 with exception of the following provisions:

(i) Section 241 – Provision relating to the requirement for company secretaries to register with Registrar; and
(ii) Division 8 of Part III – provision relating to corporate rescue mechanism on corporate voluntary arrangement and juridicial management.

The Companies Regulations 2017 (“CR 2017”) have also taken effect. The new Regulations details out the documents lodgement process and the Schedule of Fees.

公司注册局已宣布新的公司法令将于2017年1月31号生效，然以下规定除外：-
(i) Section 241-公司秘书的管制
(ii) Division 8 of Part III-公司拯救机制

新的公司法令规定也于同时生效。该规定已仔细列明提呈文件的程序与相关费用表。

KEY POINTS TO TAKE NOTE 注意事项

1. A private company may be incorporated by having only one shareholder and one director (who can be the same person).

新的公司法令允许成立一人公司（唯一股东与唯一董事可以是同一人）。

2. A company incorporated after 31 January 2017 is not required to have Memorandum & Articles of Association (“M&A”) or a Constitution. For companies incorporated before that date, they may continue to adopt their existing M&A as the Constitution, unless the company resolves otherwise.
自2017年1月31日成立的公司无需拟定公司章程大纲与细则，而于该日期前成立的公司则可选择是否继续执行现有章程。

3. It is no longer necessary for a company to have a common seal.
公司无需拥有法团印章。

4. A company will no longer have to state its authorised share capital, but is required to notify the SSM of its issued share capital and paid-up capital, and the changes in shareholders/ shareholding within specific time frames.
公司勿需列明额定股本，但必须通知公司注册局其已发行股本、已缴股本及任何在指定时限内的股份变化。

5. All shares issued by a company shall have no par or nominal value. (transitional period for companies to convert reserves to paid up capital)

公司股份将不具有面值或名义价值。

6. It is no longer mandatory for a private company to hold annual general meetings.
私人有限公司可选择不举行年度大会。

7. Declaration of dividends will require directors to make a solvency declaration.
董事需就股息声明做出偿债能力声明。

8. Going forward, the fees payable to the SSM for application for incorporation under S14 of the Companies Act 2016 as stipulated under the CR 2017 are as follows:-
根据2017公司法令条例，成立公司需缴交于公司注册局的费用如下：

Some of the key impacts of the new Act being enforced are:-
新法令带来的主要影响如下：-

a) Incorporation and maintenance of a Company may become cheaper and easier.
成立与维持新公司的费用将会减少。

b) New Companies Act will have tax implication to existing companies and also offer more tax planning opportunities
税务方面，新公司法令将提供更多税务规划的契机。

c) Companies can now choose whether to keep the existing M&A or adopt the provisions under the Act that suits the corporate governance requirements of the Company.
公司可依据现况与未来规划选择是否继续实行现有的公司章程与细则。

d) More responsibilities and higher sanctions on Directors and Deemed Directors under the New Act.
更多的责任将落在董事们的身上。

We will be providing training on the new Companies Act in the near future!
我们将会在近期提供有关公司法令的训练，敬请留意！

You may also refer to the links below for more information:-
欲知详情，您也可参考以下的链接：-

Announcement

Technical Guidelines

Companies Act 2016

Companies Regulations 2017

中文翻译

II) Finance Act 2017

Finance Act 2017 has been gazetted and come into operation on 16 January 2017. Please find the Finance Act 2017 attached.
2017金融法令已通过宪报并于2017年1月16日生效。金融法令全文可通过以下链接获取。

A key area to take note of are the changes that will affect withholding tax. The definition of royalty has been expanding to include more areas such as rights to use software and services provided by non-residents performed overseas may also be subject to withholding tax. This may immediately affect current payments to non-residents and withholding tax may need to be payable within one month of payment. Please take note and refer to our tax department in case of doubt.

公司必须尤其注意预扣税的更动。版权费(royalty) 包括软件使用权、由非税务居民于国外提供的服务均已被纳入征税范围。现时付与非税务居民的服务款项可直接被这项改变影响。若证实该款项与规定的服务范围有关，公司必须于付款的一个月内申报并缴还预扣税。欲了解详情，您可向我们所得税务部门的同事咨询。

We will also be conducting a practical withholding tax course for the benefit of our clients at a very low cost. Please find details below:
我们也将举办一场实际的预扣税讲解会。详情如下：-

Download Registration Form

Finance Act 2017

February 2017 – Newsletter 1/2017