SINGAPORE LAW AND PRACTICE Contributed by: Jeffrey Lim, Daniel Lim, Frederick Tay, Genevi Lim, Lakshmanan Anbarazan, Sarah Lai, Stephanie Goh and Tobias Andreas Satria, Joyce A. Tan & Partners LLC
Joyce A. Tan & Partners LLC 8 Temasek Boulevard #15-04 Suntec Tower Three
Singapore 038988 Tel: +65 6333-6383 Fax: +65 6333-6303 Email: all@joylaw.com Web: www.joylaw.com
1. Legal System and Regulatory Framework 1.1 Legal System Singapore’s Legal System Singapore operates under a common law legal system inherited from its British colonial past. The legal structure is built upon the separation of pow - ers, comprising the legislature, executive and judici - ary. Under this system, the sources of law are derived from the Constitution of the Republic of Singapore, legislation, subsidiary legislation and case law. Judicial power is vested in the Supreme Court and subordinate courts. The Supreme Court comprises the Court of Appeal, which is the apex court in Sin - gapore, and the High Court, which has specialised divisions, including the Singapore International Com - mercial Court (SICC). Regulatory structure applicable to businesses operating in Singapore The typical regulatory structure applicable to busi - nesses comprises a combination of legislation and regulatory authorities, which will vary depending on the legal form, industry and nature of the business activities. Most businesses operate as a company in Singapore. The primary legislation applicable to companies incor - porated in Singapore is the Companies Act 1967 (the “Companies Act”). The main regulatory body of com - panies is the Accounting and Corporate Regulatory Authority of Singapore (ACRA), which regulates the
incorporation and corporate governance of compa - nies. In addition to companies, businesses may also be structured as funds operating under an umbrella arrangement through a variable capital company, which is regulated under the Variable Capital Compa - nies Act 2018. This legal entity is similar to that of a company but with more flexibility in terms of return of capital and is only used to operate collective invest - ment schemes. Once incorporated, the company is an independ - ent legal “person”, distinct from its shareholders and directors. It can own property, enter into contracts, sue, and be sued in its own name. The company’s existence continues indefinitely, regardless of chang - es in ownership or the death or bankruptcy of any shareholder or director. The company can acquire and hold assets, as well as initiate or defend legal pro - ceedings in its own name. Ownership of the company can be transferred through the sale of shares. Key legislation and regulatory bodies commonly appli - cable to businesses in Singapore include: • in relation to employment: (a) the Employment Act 1968; (b) the Central Provident Fund Act 1953; (c) the Employment of Foreign Manpower Act 1990; and (d) the Ministry of Manpower (MOM); see 10. Em- ployment and Labour for more information; • in relation to intellectual property:
(a) the Copyright Act 2021; (b) the Trade Marks Act 1998; (c) the Patents Act 1994; and
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