From 31 March 2017, Accounting and Corporate Regulatory Authority of Singapore (ACRA) amended the Companies Act to improve transparency of company ownership and reduce the opportunity for Singapore companies to be used for illegal purposes. This will align Singapore with international standards, and boost Singapore’s ongoing efforts to maintain a strong reputation as a trusted and clean financial hub. In view of this, all registered companies in Singapore are required to maintain a register of registrable controllers unless otherwise exempted.
Who or what is a controller?
A controller is an individual or legal entity that has “significant interest” or “significant control” in a company. A controller is defined to fulfil at least one of the following conditions:
1. Directly / Indirectly holding more than 25% of the company shares
2. Directly / Indirectly holding more than 25% of the voting rights in the company
3. Directly / Indirectly has a right to share in more than 25% of the company’s Capital or Profits
4. Directly / Indirectly holds the right to appoint or remove director(s) of the company
5. Has the right to exercise, or exercises significant influence or control over the company
What is the register of registrable controller?
The register of controllers is a private company document that will not be made public. All companies are required to keep their own register, including companies that are dormant or striking off. The register should be set up 30 days from incorporation of the company. The register of controllers is separate from the electronic register of members that is kept by ACRA. Companies can choose to keep their register electronic or as hard-copy document, as long as it meets the format requirements as set by ACRA.
What information are to be recorded in the register if the registrable controller is an individual?
1. Full name;
2. Aliases, if any;
3. Residential address;
4. Nationality;
5. Identity card number / Passport number;
6. Date of birth;
7. Date on which the registrable individual controller became an individual controller of the company;
8. Date on which the registrable individual controller ceased to be an individual controller of the company;
If the registrable controller is a legal entity, the following information are required;
1. Name;
2. Unique entity number issued by ACRA, if any;
3. Address of registered office
4. Jurisdiction where the registrable corporate controller is formed or incorporated;
5. Name of the corporate entity register of the jurisdiction in which the company is formed or incorporated, if applicable;
6. Date on which the registrable corporate controller became a corporate controller of the company; and
7. Date on which the registrable corporate controller ceased to be a corporate controller of the company, if applicable.
As mentioned above, the register needs to be prepared in accordance to the format as stated by ACRA. If you are unsure of the certain particulars or the format of the register, you can always contact our consultants to assist you.
* A company director will be listed as a controller of the company as they have the right to exercise significant influence or control over the company. If the director is a nominee director, he or she will be listed in the Register of Nominee Directors instead as he or she does not have the same influence or control as a regular director.
What information is required for the register of nominee directors?
All companies incorporated under the Companies Act in Singapore must keep a register of nominee directors containing the particulars of the nominators of the company’s nominee directors. Nominee directors must inform their respective companies about the fact that they are nominees.
Where should the register of registrable controllers and register of nominee director be kept?
The registers should be kept and maintained at either the company’s registered office, or the registered filing agent’s registered office.
What are the steps involved in setting up the register of registrable controllers?
1. Identify the controllers
2. Send official notices
3. Keep receipt of responses from notices sent out
Keeping the registers updated and accurate
Companies are obligated to keep the particulars in their registers up-to-date. ACRA advises companies to review and update their registers annually. This can be done by sending notices to all controllers to verify if there is any relevant changes to their particulars.
Inspection of register of registrable controllers and register of nominee director
Companies who fail to maintain the registers or disclosed the registers to the public, will be fined the maximum penalty of S$5,000.
Need help?
We can help you stay on top of statutory compliance requirements.
You can rely on our competent pool of corporate consultants to help you set up your Register of Registrable Controllers, Register of Nominee Directors and sending out of notices to Controllers as well as all other services connected with it.
Contact us today!
