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Register of controllers in Singapore

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Maintaining a register of controllers is part of the Companies Act requirement from 31 March 2017 onwards. How does this register help you? It aims to help make the control and ownership of corporate entities more transparent.

The need to increase transparency is necessary to reduce the potential misuse of corporate entities for illicit purposes. By doing so, Singapore is more in line with the international standards and can maintain a strong reputation as a financial hub.

Who is required to register for registrable controllers?

The following entities are required to register for registrable controllers in Singapore:

  • All companies incorporated in Singapore
  • All foreign companies which are registered in Singapore
  • All limited liability partnership registered in Singapore unless exempted

The following entities are exempted from registering for registrable controllers in Singapore:

  • A public company listed on the Singapore stock exchange;
  • A company that is a Singapore financial institution;
  • A company that is wholly-owned by the Singapore Government;
  • A company that is wholly-owned by a statutory body established by or under a public Act for a public purpose; and
  • A wholly-owned subsidiary of any of the entities listed above.

When should you set up your register for registrable controllers by?

For existing companies, foreign companies and limited liability partnerships, you will be required to set it up in 60 days from 31 March 2017. The registration can be done by your company secretary.

 

(Need a company secretary? Click here to find out more.)

 

For newly incorporated companies and registered limited liability partnerships, you will be required to set it up within 30 days from the incorporation or registration date of your company.

 

Take note: Companies who were previously exempted at or after 31 March 2017 but are subsequently required to do so, are required to register within 60 days from the date they have been notified to do so.

Who can be a “controller” of a company?

A controller of a company must fulfil at least one of the following criteria to be eligible:

  • Holds the right to exercise or is currently exercising significant control over the company
  • Holds 25% of the company shares (directly or indirectly)
  • Holds 25% of voting rights in the company (directly or indirectly)
  • Holds the right to share in more than 25% of the company’s profits or capital (directly or indirectly)
  • Has the right to remove or appoint a director of the company (directly or indirectly)

How to set up a register for registrable controllers?

Companies are required to take reasonable steps to identify their controllers and gather information on the controllers by sending out notices to the following:

  • Anyone that they have reasonable grounds to believe to be controllers
  • Anyone who knows the identity of the controllers or is highly likely to possess that knowledge

All notices must be sent and received electronically or in hard copy. The records are classified and will not be available to the public. The information contained in the register can only be used by public agencies for enforcing the law under their knowledge.

 

(The notices can be sent out by your company secretary as well. Find out more here.)

 

If the recipient of a notice does not reply, the company does not have to worry about a reply and must enter into its register the particulars of the recipient that it has in its possession with a note that particulars have not been confirmed by the controllers.

 

Take note: The register must be updated within 2 business days from the date the replies to the notice is received or after the end of 30 days from which the notice was sent to the controller.

 

To avoid duplication, companies are allowed to stop the tracing of the controllers once it reaches a locally incorporated/registered company or limited liability that will also be maintaining registers in their registered offices.

 

The register of controllers should be maintained at either 2 places – the company’s registered office or the registered filing agent’s registered office. It is also important to know that the registers of controllers have to be made available to the Registrar and public agencies (including CAD, CPIB and IRAS) administering any written law upon their request.

What particulars need to be recorded and maintained in the register of registrable controllers?

If the controller is an individual, the following particulars will have to be recorded in the register of controllers:

  • Full name
  • Aliases (if any)
  • Residential address
  • Nationality
  • Identity card number/Passport number
  • Date of birth
  • Date on which the registrable individual controller became an individual controller of the company
  • Date on which the registrable individual controller ceased to be an individual controller of the company (if applicable)
  • Date prescribed notice was sent
  • Date replies was received
  • Date of Entry/Update

If the controller is corporate, the following particulars will have to be recorded in the register of controllers:

  • Full name
  • Unique Entity Number issued by the Registrar (if any)
  • Address of registered office
  • Legal form of the registrable corporate controller
  • Jurisdiction where, and statute under which, the registrable corporate controller is formed or incorporated
  • Name of the corporate entity register of the jurisdiction where the registrable corporate controller is formed or incorporated (if applicable)
  • Identification number or registration number of the registrable corporate controller on the corporate entity register of the jurisdiction where the registrable corporate controller is formed or incorporated (if applicable)
  • Date on which the registrable corporate controller became a corporate controller of the company
  • Date on which the registrable corporate controller ceased to be a corporate controller of the company (if applicable)
  • Date prescribed notice was sent
  • Date replies was received
  • Date of Entry/Update

Any person who is receiving a notice from a company or limited liability partnership needs to provide the following information:

  • Information that they are aware about the controllers
  • The particulars if they are a controller

Next steps

Registering of a controller is a mandatory requirement. It is important to make sure this step is done within 30 days of your incorporation date. At Sleek we can help you with this process seamlessly. Contact us to find out more.  

 

 

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