Practice Direction No

PRACTICE DIRECTION NO. 1 OF 2002

RCB ELECTRONIC FILING SYSTEM : COMPANY NAME APPLICATIONS AND INCORPORATION OF COMPANIES

1. The RCB will launch Phase 1A of its electronic filing system called Bizfile on 15 January 2002 ("the launch date") with the following services online :

a)application of new company names; and

b)incorporation of a new local company by professional firms/companies.

1. This Practice Direction sets out:

a)the procedures for application of new company names online;

b)the incorporation of a new local company online;

c)fees payable; and

d)how payments can be made online.

1. With effect from the launch date, applications for new company names and incorporation of local companies must be made electronically through Bizfile via the Bizfile address at . Details on how to use Bizfile are available on our website at under the heading “Bizfile”.

Services available for "Local Company Transactions" wef 15 January 2002

1. Users should only avail themselves of the following services in Phase 1A under "LOCAL COMPANY TRANSACTIONS" on the menu page:

i)Apply a New Company Name;

ii)Status Enquiry for Applied Name;

iii)Apply for Extension of Reservation Period;

iv)Withdraw a Local Company Name Application;

v)Incorporate a Public Company- Limited by Shares;

vi)Incorporate a Public Company-Limited by Guarantee;

vii)Incorporate a Private Company;

viii)Status Enquiry for Incorporation;

ix)Change in Company Officer's/Auditors Contact Details.

Applications for Proposed Company names

1. Applications for Company names to be submitted on or after 15 Jan 2002

• All applications for new local company names (whether private, public, limited unlimited, etc) must be submitted electronically via BizFile. Select the item "Apply a New Company Name" on the main BizFile menu and complete the information required therein.
• Upon submission, you will be informed if your client's proposed company name is acceptable for registration. Payment will only be required for names which have been approved by RCB. If your client's proposed name is acceptable for registration, you will be provided a "Company Name Application Number". This number is critical and is to be used to take you to the next step of online incorporation or to extend the reservation period.
• You are encouraged to use our guidelines on choosing company names as set out in our Practice Direction No 2 of 2002 to minimise rejection of your clients' names. RCB will be minimising checks on similar names w.e.f. 15 Jan 2002.
• If your client's proposed name or proposed activity requires approval of another licencing/regulatory authority, then you will be informed of the referral. If you have obtained in-principle approval prior to submission of your application for a company name, you will be able to provide details of the approval under the section headed "Details of In-Principle Approval Letter by Referral Authority" on the online form.

1. Applications for Company names submitted prior to 15 Jan 2002:

• Applicants whose applied names have been reserved under the current manual system have been informed in writing of their new application numbers. This new application number is to be treated as the "Company Name Application Number" for purposes of online incorporation. The new application number is the old RCB reference number with the prefix "NN1". For example if your old RCB reference number is "C12345(LSM)" then the new application number/ Company Name Application number is NN1C12345.

• For such cases, when you proceed with online incorporation, Bizfile is unable to auto-populate the incorporation forms and you would need to fill in the requisite details into the forms yourselves.

Incorporation of Companies wef 15 Jan 2002 until Companies Act amended

Online Component

1. With the launch of Bizfile, the "Second Schedule - Electronic Forms" in the Company Regulations will be repealed. In its place, Electronic Transactions Forms (referred to as "TF-1", "TF-2" and so on) will be used and these will be posted on the RCB's web-site by 3 pm 12 January 2002.

1. To incorporate online, you can select the following items on the main menu :

a)Incorporate a Private Company;

b)Incorporate a Public Company - limited by Shares;

c)Incorporate a Public Company - limited by Guarantee.

1. To commence online incorporation, you need to indicate your "Company Name Application Number". For names approved on or after 15 Jan 2002, BizFile will populate the incorporation document with the information provided in the name application form. You may vary, add or delete the information based on your current instructions. For names approved before 15 Jan 2002, BizFile is unable to populate the incorporation forms as the information is not available on our database. You will have to complete the requisite details.

1. Online incorporation will allow you to select the following types of Memorandum & Articles of Association:

a)RCB Standard Memorandum & Articles of Association based on the 3rd and 4th Schedules to the Companies Act Cap 50;

b)Customised RCB Standard Memorandum & Articles of Association which allows you to vary/amend the RCB Standard Memorandum & Articles of Association;

c)Memorandum & Articles of Association prepared by your organisation which you can attach.

The signed copy (executed in accordance with the Companies Act) need not be lodged with RCB. This copy should be kept at the company's registered office.

1. Upon successful incorporation, Bizfile will generate an electronic notification (“e-notification”) to you via the e-mail address you have given in Bizfile that the company has been incorporated and provide you with the date of incorporation and registration number. If you have an SMS facility, Bizfle will also send you an SMS message to log into Bizfile for the result of your application. You can log into Bizfile and either click on "Company Incorporation" under "Status Enquiry" located on the left side of the Bizfile Menu or click on the "Message" box located on the top right side of the Bizfile Menu .

Parallel Manual Requirement until Companies Act amended

1. As the Companies Act could not be amended in time for the launch of BizFile, the following forms where applicable must still be executed and lodged with RCB. These forms must be dated on the same date as the online submission or prior to the online submission. The forms which must still be manually executed and lodged are:

a)Statutory Declaration of Compliance (Form 6)

b)Undertaking by Director under section 146 (1)(b)(c) or (d) (Form 46, 47 or 48) - if applicable

c)Statutory Declaration Of Compliance By A Company That Has Not Issued a Prospectus (Form 18) - if applicable

d)Statutory Declaration Of Compliance By A Company That Has Issued A Prospectus (Form 22) - if applicable

1. The above forms must be submitted to RCB at RCB counter No 17 or by post preferably on the next working date after the date of incorporation (to enable RCB to prepare the Certificates of Incorporation and if applicable, the Certificates under section 61) but not later than 3 working days after that date. The counter operational hours for RCB Counter No 17 are :

Monday – Friday:8 a.m. – 5 p.m

Saturday:8 a.m. – 12.30 p.m.

1. Upon lodgement of the requisite manual forms, a Certificate of Incorporation will be issued. The Certificate of Incorporation will be dated the same date as the email notification. For ease of retrieval, please either fill in the receipt number issued by Bizfile (eg RCB00000000000022 or simply RCB 22) in the "Receipt No:" column at the bottom right of Form 6, as well as Form 46, 47 or 48 if any of these are also submitted, or attach one copy of this receipt (printed from Bizfile) to these forms as the fee for incorporation under Bizfile includes the lodgment fee for these documents.

1. The above procedure applies similarly to companies affected by section 61 of the Companies Act, Cap. 50 namely public companies where Form 18 or 22 is required to be lodged before a Certificate Under Section 61(3) that a Company Is Entitled To Commence Business (“Form 22”) can be issued by RCB. However, the usual lodgment fee of $10 for Form 18/22 and a further $10 for Form 23 is still payable.

Fee payable

1. A new fee structure under the Second Schedule will also be introduced for incorporation of local companies and other forms of lodgements/applications under the Companies Act as follows:

a)The fee for incorporation of a company with a share capital has been reduced to $300 irrespective of the size or currency of authorised share capital up to issuance of the certificate of incorporation. No separate filing fee is therefore payable for lodgment of Forms 6, 46, 47,48 and the issuance of Form 8 or 9;

b)There will not be any fee payable for any increase of authorised share capital;

c)On an application for the approval and reservation of names, for each name applied, a $15 fee is payable. An applicant will pay the fee only after the name search conducted by Bizfile is successful ,i.e. the proposed name is not found to be identical, similar or undesirable/restricted. However if the search is unsuccessful and the applicant still wishes to apply to register in that name, he can appeal to the Registrar in which case a fee of $15 is payable;

d)For extension of time for the reservation of name, the new fee will be $10.

1. The fee payable for companies limited by guarantee remains at $600.

Payment modes under Bizfile

18. Under Bizfile, applicants can make payment using the following payment modes :

Preparation Required

Last date for manual filing

19.To ensure a smooth transition to Bizfile, applications for new company names and/or submission of incorporation documents under the current manual system must be made by, 12 noon, Saturday, 12 January 2002. No new applications for company names and/or company incorporation will be entertained until Bizfile is launched. The Certificates of Incorporation for these companies will be ready for collection on 15 January. However if the incorporation cannot be approved by reason that any of the documents submitted is rejected and not rectified by the end of the business day on 14th January or the referral authority is not able to provide RCB with the proper clearance by then, the documents will be returned and the applicant will need to resubmit the application in Bizfile using the Company Name Application Number as mentioned in paragraph 6 above.

20 The current manual filing system for all other forms will continue until the launch of the other Phases of Bizfile which is targeted to be by August 2002.

Contingency Plans

21. Bizfile is available 24 hours a day, 7 days a week.

22. In the event of an island-wide power failure or Bizfile is unavailable due to system breakdown from the start of the business day up to 3.00 pm on weekdays or 10.00 am on Saturdays and the matter is utmost urgent, you may proceed to lodged a signed copy of the electronic transaction forms and the accompanying manual forms together with a softcopy version of the electronic form (as used in batch filing). The lodger shall provide RCB with a covering letter from the professional firm's/company's and signed by a person authorised to transact under Bizfile stating the following:

a)the Professional Number allocated to the professional firm/company;

b)the Company Name Application Number;

c)the reasons for urgency in the matter; and

d)that the lodger is authorised to lodge the documents on behalf of the professional firm/company

23Lodgment can be made at counter 17 and payment of the requisite fees must be made by cheque only.

BizFile Helpdesk

24.For assistance or clarifications, please contact RCB's BizFile Help desk at 2486028 (daily 7 a.m. to midnight).

Issued this 8th day of January 2002.

MISS JUTHIKA RAMANATHAN

REGISTRAR

REGISTRY OF COMPANIES & BUSINESSES

SINGAPORE