Register of Registrable Controllers: Everything your Company Needs to Know

Set up Registrable Controllers

The amendment to the Singapore Companies Act (Chapter 50 Part 2 – Register of Controllers), which requires all registered companies (foreign and local as well as LLPs) to set up a Register of Registrable Controllers, became effective as of 30 March 2017.

The Singapore Accounting and Corporate Regulatory Authority (ACRA), along with other government agencies, have the authority to inspect and/or evaluate the company’s Register. The main purpose is to enhance the transparency of company ownership and to protect businesses from being used for illegal purposes (Section 386AF[7]).

This article will explain about the controller qualifications, the company exemption, as well as all the information needed to set up a Register of Registrable Controllers.

The Controller’s Qualifications

A controller, according to the Companies Act, can be an individual or a legal entity with ‘significant control’ or ‘significant interest’ over the company fulfilling any one of the following criteria:

  • Has more than 25%, direct or indirect, company shares
  • Has more than 25%, direct or indirect, company voting rights
  • Has more than 25%, direct or indirect, right to share in company’s capitals or profits
  • Holds the right, direct or indirect, in the appointment and/or removal of company director/s
  • Holds the right, direct or indirect, to exercise influence or control over company decisions

Exempted Controllers

The company’s Register of Registrable Controllers is mandated to keep an accurate and updated database of all information regarding its controllers unless these individuals or legal entities satisfy all three conditions:

  • Their significant interest or significant control in the company, whether directly or indirectly, is manifested or executed on behalf of another registered controller within the company
  • This other registered controller within the same company is required to keep its own Register of Controllers
  • This other registered controller within the same company is exempted from keeping its own Register of Controllers

Companies Exempted to Create and Maintain a Register of Controllers

Local Companies:

  1. All local SGX-listed companies
  2. All local companies listed outside the jurisdiction of Singapore
  3. All local companies classified as financial institutions in Singapore
  4. All 100% government-owned companies
  5. All 100% owned companies by a statutory body for public purposes or under a Public Act
  6. All 100% owned subsidiaries of the above-mentioned companies

Foreign Companies:

  1. All foreign companies listed outside the jurisdiction of Singapore
  2. All foreign companies classified as financial institutions in Singapore
  3. All 100% owned subsidiaries of the above-mentioned companies

LLPs:

  1. All LLPs partnered with SGX-listed companies
  2. All LLPs partnered with companies listed outside the jurisdiction of Singapore
  3. All LLPs classified as financial institutions in Singapore
  4. All LLPs partnered with companies classified as financial institutions in Singapore
  5. All LLPs partnered with 100% government-owned companies
  6. All LLPs partnered with 100% owned companies by a statutory body for public purposes or under a Public Act
  7. All LLPs partnered with 100% owned subsidiaries of the above-mentioned companies

Setting up a Register of Controllers

The ACRA expects all companies to set up, maintain, and keep their own Register of Controllers, whether as a hard copy document or through an electronic database, as long as it satisfies the required format. Even companies that are going through the process of winding up, receivership, or judicial management as well as those that are dormant or striking off are obligated to comply.

Which particulars have to be recorded in the Register of Controllers?

For individuals:

  • Full name as well as aliases (if any)
  • Date of birth
  • Residential address
  • Passport number and/or nationality identity card number
  • Official date commencing as a registrable controller of the company
  • Official date ceasing as a registrable controller of the company (if applicable)

For entities:

  • Name or unique entity number issued by the registrar (if any)
  • Legal form of the entity
  • Address of the entity’s registered office
  • Name of the corporate entity register of the jurisdiction where the company is formed or incorporated (if applicable)
  • Jurisdiction where, and statute under which, the legal entity was formed or incorporated
  • Company registration number or identification 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)
  • Official date commencing as a corporate controller of the company
  • Official date ceasing as a corporate controller of the company (if applicable)

Getting Help from Corporate Services Singapore

Discussing Business Matter

You can rely on the professional expertise of Corporate Services Singapore to help you fulfil your statutory compliance requirements such as setting up your company’s Register of Controllers as well as all other services connected with it.

Posted in Company Incorporation.