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.

(i) Section 241-公司秘书的管制 
(ii) Division 8 of Part III-公司拯救机制


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. 

3. It is no longer necessary for a company to have a common seal. 

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.
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)
6. It is no longer mandatory for a private company to hold annual general meetings.

7. Declaration of dividends will require directors to make a solvency declaration. 

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:-  

Some of the key impacts of the new Act being enforced are:-

a) Incorporation and maintenance of a Company may become cheaper and easier.

b) New Companies Act will have tax implication to existing companies and also offer more tax planning opportunities

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.

d) More responsibilities and higher sanctions on Directors and Deemed Directors under the New Act. 

We will be providing training on the new Companies Act in the near future!

You may also refer to the links below for more information:- 

Technical Guidelines
Companies Act 2016
Companies Regulations 2017

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. 

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:

Download Registration Form
Finance Act 2017