12D. Rectification or updating on Registrar’s initiative Flashcards
12D. Rectification or updating on Registrar’s initiative
General overview
[12D.01] The registrar’s powers to rectify the registers and any document is much more limited and extends to defects or errors arising from grammatical, typographical or similar mistake or inconsistency in any information contained in the documents and that found in any other government records. Before the registrar acts on his own initiative, he may request the company to do so under subsection (7) or if he elects to rectify the error or defect, he must give notice to the company to object to such rectification under subsection (2).
By registrar on his own initiative
- arising from typo, grammar, mistake, conflict info w other co, govt body
- can rectify register of dirs if Registrar believe dirs disqualified or dead
[12D.02] The new s 12D provides that the registrar may on his own accord rectify any defect or error in the particulars or documents arising from any grammatical, typographical or similar mistake, or where there is evidence of a conflict in the information contained in the document and any other information concerning the company or any person that is in the register or in any other record from any department or ministry of the government, statutory body or other body corporate. The registrar’s power of rectification under s 404 of the Companies Act 2006 (UK) was limited to correcting mistakes of omission or commission in the entry of any particular or in a memorandum of satisfaction made by the registrar on the register and did not extend to mistakes which were not on the register; that the mere fact that an entry on the register indicated that further details could be found in another document did not make that other document part of the register, and so s 404 did not extend to information entered on a prescribed form: Igroup Ltd v Ocwen (an unlimited co) [2003] EWHC 2431; [2004] 1 WLR 451, Ch D.
[12D.03] In this regard, the new s 173F of the Act provides that the registrar may, on his own initiative, rectify the register of directors if he has reasonable ground to believe that a director of a company is no longer qualified as such under s 148 or 155, or is dead.
“written objection” by company
- Registrar to give 30 days written notice to co of intention to rectify mistake unless info are from (i) - (iv) below
[12D.04] Before the registrar proceeds to rectify the mistake, defect or error, he shall give a written notice to the company or person concerned of his intention to do so, and state his reasons for and details of the proposed rectification, and give the respondent a date by which written objection has to be delivered to him. The date has to be at least 30 days after the date of the notice.
[12D.05] In this regard, the Companies (Filing of Documents) (Amendment No 3) Regulations 2015 provide that written notice need not be given where the registrar does not anticipate any objections from the respondent in the situation where the conflict in information arises from information obtained from (i) the Singapore Standard Industrial Classification under the Department of Statistics, Ministry of Trade and Industry; (ii) the particulars of any person (including residential address) obtained from the Ministry of Home Affairs under the National Registration Act (Cap 201); (iii) the foreign identification number of a foreigner obtained from the Ministry of Manpower; and (iv) the building name, postal code or street name of any property obtained from Singapore Post Limited: see reg 33.
[12D.06] The respondent may or may not object, but the registrar may override his objections if they are frivolous or vexatious or have been withdrawn: see s 12D(4).
[12D.07] Regulation 32 of the Companies (Filing of Documents) (Amendment No 3) Regulations 2015 states that the departments and ministries of the government, statutory bodies and bodies corporate prescribed for the purposes of s 12D(1)(b)(ii) of the Act are —
(a) the Department of Statistics, Ministry of Trade and Industry;
(b) the Ministry of Home Affairs;
(c) the Ministry of Manpower; and
(d) Singapore Post Limited.
Request for company to rectify
- if co fail to rectify Registrar can apply to high court to compel the same
[12D.08] Notwithstanding the registrar’s powers to rectify under s 12D, he may, by notice in writing, request the company or its officers to rectify the same within the time specified by him: s 12D(7). The consequences of not complying with the registrar’s request are an application by the registrar to the High Court to compel the same under s 13.
