Requirements in relation to Registrable Controllers, Nominee Directors and Nominee Shareholders

Unless exempted, all companies incorporated in Singapore and foreign companies registered in Singapore are required to comply with the Companies Act 1967 relating to Registrable Controllers, Nominee Directors and Nominee Shareholders.

The legislative provisions have extra-territorial effects as they apply to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not and also to all entities, whether formed, constituted or carrying on business in Singapore or not. There are generally financial penalties for non-compliance with the above requirements of the Companies Act 1967 relating to registrable controllers, nominee directors and nominee shareholders. It is, however, uncertain how the requirements and penalties, if any, will be imposed on persons who are not in Singapore.

Registrable Controllers

The law imposes the following duties on companies and foreign companies registered in Singapore with regards to their registrable controllers:

1. Duty to investigate and identify their registrable controllers,
2. Duty to keep the information of their registrable controllers up-to-date,
3. Duty to correct information relating to their registrable controllers.

Who are Registrable Controllers?

A controller of a company or a foreign company registered in Singapore (“foreign company”) is an individual who or a legal entity which has significant interest in or significant control over the company or foreign company. Provisions of the Companies Act 1967 regarding deemed interest in shares applies in determining whether a person has significant interest in shares.

All controllers of a company or foreign company are registrable unless the controller’s significant interest or significant control is through, and is a controller of, one or more entities (“intermediate entities”), including Limited Liabilities Partnerships, which keeps a Register of Registrable Controllers or which is exempt from such requirements, or if that entity is listed on an approved exchange.

Register of Registrable Controllers

A company which is incorporated or a foreign company which is registered in Singapore on or after 31 March 2017 is required to set up its Register of Registrable Controllers within 30 days. This register must be kept at the registered address of the company or foreign company or its registered filing agent (“RFA”). The register or any particulars contained in the register must not be disclosed or made available for inspection to any member of the public.

Register must contain specified particulars and, if applicable, a note that the company or foreign company does not have any registrable controllers or that it has not been able to identify its registrable controller. The particulars required to be maintained in the register include the dates on which the person became a controller or ceased to be a controller. For corporate controllers, the particulars should include the name of the corporate entity register of the jurisdiction in which the registrable corporate controller is formed or incorporated.

Notices to Registrable Controllers and Other Persons

Notice when registrable controller has been identified

A company or foreign company must take reasonable steps to find out and identify the registrable controllers of the company or foreign company. After it has done this, a company or foreign company must give notices to the following:

1. a person whom the company or foreign company knows or have reasonable grounds to believe is a registrable controller, requiring that person to:
2. state whether that person is or is not a registrable controller of the company or foreign company, and
3. state whether that person knows or has reasonable grounds to believe that any other person is a registrable controller of the company or foreign company, or is likely to have that knowledge and to give such particulars of that other person, and

• provide such other information as required.

1. a person whom the company or foreign company knows, or has reasonable grounds to believe knows, or is likely to know, the identity of a person who is a registrable controller and require that person to:
2. to state whether that person knows or has reasonable grounds to believe that any other person is a registrable controller of the company or foreign company or is likely to have that knowledge and to give such particulars of that other person that are within the person’s knowledge; and
3. to provide such other information as may be prescribed.

The notices described above must in prescribed formats and must be sent within 2 business days after the company or foreign company knows or has reasonable grounds to believe that it is required to give such a notice. The formats of the notices to the above 2 categories of persons are different.

The notice must state that the addressee of the notice is required to comply with the notice within 30 days. There are penalties for not complying with notice.

When a notice is not required to be sent

A company or foreign company is not required to give notice to any person in respect of any information within the scope of the notice if the information was previously provided by that person or by any registered filing agent on behalf of that person.

Notice when there is cessation or change in particulars of registrable controller

If a company or foreign company knows or has reasonable grounds to believe that there has been a cessation or change in the particulars of a registrable controller, it must also give notice to the registrable controller to confirm whether or not the change has occurred and, if the change has occurred, to state the date of the change and provide the particulars of the change. The notice to the registrable controller has to be given within 2 business days and the registrable controller has to respond to the notice within 30 days.

When notice is not required to be sent

The notice, however, is not required to be sent by the company or foreign company if required information was previously provided by that person or by any registered filing agent on behalf of that person.

Notice when particulars of registrable controller are incorrect

Similarly, if a company or foreign company knows or has reasonable grounds to believe that any of the particulars of a registrable controller that are stated in the company’s or foreign company’s register is incorrect, the company or foreign company must give notice to the registrable controller to confirm whether the particulars are correct and, if not, to provide the correct particulars.

The notice has to be given within 2 business days after the company or foreign company first knows or has reasonable grounds to believe that the information is incorrect. The registrable controller has to respond to the notice within 30 days.

When notice is not required to be sent

A company or foreign company is not required to give notice to any person in respect of any information that was previously provided by that person or by any registered filing agent on behalf of that person.

Confirmation by Controllers of Information to be Entered or Updated

The particulars of the controller to be entered or updated into the Register of Registrable Controllers must be confirmed by the controller.

For information to be entered

The particulars of a controller to be entered in a company’s or foreign company’s Register of Registrable Controllers are treated as confirmed if:

1. in response to a notice given by the company or foreign company the person or a registered filing agent behalf of the person, confirms that the person is a registrable controller and has provided those particulars, or
2. a person has notified the company or foreign company that the person is a registrable controller and has provided those particulars.

For information to be updated or corrected

The particulars of a controller to be updated in a company’s or foreign company’s Register of Registrable Controllers (called in this paragraph the new particulars) are treated as confirmed if:

1. in response to a notice given by the company or foreign company, the registrable controller, or a registered filing agent on behalf of the registrable controller, confirms that a change in the registrable controller’s particulars has occurred and has provided the new particulars,
2. in response to a notice given by the company or foreign company, the registrable controller, or a registered filing agent on behalf of the registrable controller, confirms that the particulars that are stated in the Register of Registrable Controllers are incorrect and has provided the correct particulars; or
3. the registrable controller has notified the company or foreign company that a change in the registrable controller’s particulars has occurred and has provided the new particulars.

Entering and updating of information into the Register

A company or foreign company is required to enter or update the particulars of any controller in its register within 2 business days after the particulars of that controller are confirmed by the controller.

If the company or foreign company does not receive the controller’s confirmation within 30 days of the notice, it must enter or update the particulars into the register with a note indicating that the particulars have not been confirmed by the controller. This is to be done within 2 business days after the end of the 30 days’ period.

What if there are no Registrable Controllers?

With effect from 4 October 2022, where company or foreign company has no registrable controller or if it has not been able to identify its registrable controller, each director with executive control and each chief executive officer of the company or foreign company is taken to be a registrable controller of the company or foreign company.

The company or foreign company is required to enter the particulars of each director with executive control and each chief executive officer of the company into its register of registrable controllers. This is required to be done within 2 business days from the date on which the company or foreign company knows, or has reasonable grounds to believe, that the company or foreign company has no registrable controller or the date when it forms the opinion that it is unable to identify the registrable controller. It is also required to enter a note stating that:

1. the company or foreign company knows, or has reasonable grounds to believe, that the company or foreign company has no registrable controller or that is has not been able to identify its registrable controller, and
2. each director with executive control and each chief executive officer of the company or foreign company is taken to be a registrable controller.

Changes in particulars of Directors or CEO

If the company or foreign company knows, or has reasonable grounds to believe, that there is any change in the particulars of any director with executive control or chief executive officer, it has to update the register of registrable controllers within 2 business days.

Subsequent identification of Registrable Controller

If the company or foreign company subsequently enters the particulars of a controller who has significant influence or control into the register, the company or foreign company must, at the same time, enter into its Register of Registrable Controllers a note stating –

1. that each director with executive control and each chief executive officer of the company or foreign company is no longer taken to be a registrable controller of the company or foreign company, and
2. the date on which the particulars of the (new) registrable controller were entered in its Register of Registrable Controllers.

Registrable Controller’s duty to notify changes

A registrable controller must notify the company or foreign company if the registrable controller knows, or ought reasonably to know, that there is a cessation to be a registrable controller or a change in the contact details or particulars of the registrable controller. This notification is to be made within 30 days of the change stating the date that the change occurred and provide the particulars of the change.

This is not required if the person has received a notice from the company or foreign company and has complied with the requirements of the notice within the time specified in the notice for compliance.

Lodgement of information of registrable controllers to the Registrar (ACRA)

All the required particulars of registrable controllers and updates to such particulars are required to be lodged electronically to the Registrar (ACRA) within 2 business days after the company or foreign company enters or updates the particulars in its own register. The central register of controllers kept by ACRA may be disclosed to a public agency under specified circumstances.

Nominee Directors

A director is a nominee of another person if the director is accustomed or under an obligation to act in accordance with the directions, instructions or wishes of the other person.

A director of a company incorporated on or after 31 March 2017 who is a nominee or who becomes a nominee must inform the company of that fact and provide the required particulars of the person for whom the director is a nominee. The person for whom a director is a nominee may be an individual or a legal entity.

This notification has to be made by the nominee director within 30 days after the date of incorporation or the date that the director becomes a nominee. The nominee director is also required to inform the company if he or she ceases to be a nominee director or when there are any changes in the particulars of the person for whom the director is a nominee. This notification is also to be made within 30 days of the cessation or change.

There are penalties if a nominee director fails to comply with these requirements.

Register of Nominee Directors wef 30 May 2022

From 30 May 2022, a company must keep a register of its directors who are nominees in the prescribed form at its registered office or the registered office of its registered filing agent. The register of nominee directors and any particulars contained in the register of nominee directors must not be disclosed or made available to any member of the public.

A company is required to update its register of nominee directors within 7 days after it has been informed of the existence, cessation or changes in particulars of a person for whom a director of the company is a nominee.

Nominee Shareholders

A nominee shareholder is a shareholder of a company or foreign company who is accustomed or under an obligation to vote, as a shareholder, in accordance with the directions, instructions or wishes of another person and receives the dividends on those shares on behalf of any other person.

Generally, a nominee shareholder must inform the company or foreign company must inform the company or foreign company and provide the required information within 30 days if the shareholder is a nominee shareholder or if there are any changes. Changes to be notified to the company or foreign company include changes in particulars of the person for whom the shareholder is acting as a nominee or cessation as a nominee. For a company incorporated or foreign company registered before 4 October 2022, a shareholder who is already a nominee on 4 October 2022 is given 60 days instead of 30 days to inform the company or foreign company that the shareholder is a nominee.

Register of Nominee Shareholders wef 4 Oct 2022

A company or foreign company must keep a register of its nominee shareholders in the prescribed form at its registered office or at the registered office of its registered filing agent.

The register of nominee shareholders and any particulars contained in the register of nominee directors must not be disclosed or made available to any member of the public.

A company or foreign company is required to enter or update the register of nominee shareholders within 7 days of being informed that there is a nominee shareholder, when a shareholder has ceased being a nominee or when there are changes in the particulars of the person for whom the shareholder is a nominee.

Guidelines issued by the Registrar (ACRA)

The Registrar (ACRA) may issue one or more codes, guidance, guidelines, policy statements and practice directions to provide guidance to companies or foreign companies regarding the operation or administration of any legislative provision. The failure to comply with these guidelines is by itself not an offence although such failure may be used to establish or negate any liability under these provisions.

Register of Members of Foreign Companies

Under the legislative provisions relating to register of controllers and nominee directors, a foreign company is required to allow its register of members to be inspected by any member of the foreign company or any other person who may request the foreign company to provide information from the register relating to names, addresses, number of shares held and amounts paid on shares within 21 days.

Additional notes

The Registrar or an officer of the Accounting and Corporate Regulatory Authority (“ACRA”) may require a company or foreign company to produce the abovementioned registers, inspect and make copies of those registers and ascertain whether the above provisions have been complied with.

Generally, where a company or foreign company maintains its records in electronic form, it has a duty to allow inspection of those records by reproduction of those records in hard copy form or by electronic means. The person permitted to inspect the records may make copies or extracts from those records. Proper facilities must be provided to enable the records to be inspected.

The registers and documents mentioned above may be kept in electronic form but they must be available in legible form (e.g. printed copies) and assistance must be rendered to the Registrar or ACRA officer for them to inspect and make copies of the register or documents in legible form.

Contact

Wee Kong Eng
Public Accountant, Tax & GST Professional
Master of Taxation, CA (Singapore), CIA, Dip. in Law, ATP (Income tax & GST), Assoc CVA
K E Wee & Associates PAC, Public Accountants and Chartered Accountants
Email:  kongeng@kewee.com.sg
Mobile: +65 97552868
Office:  +65 67200950 ext 111

Disclaimer and limitations

Information is updated as at 18 December 2022 and may be subject to change. The above Information may have been summarized, simplified or paraphrased for easier understanding and to suit scenarios more commonly applicable to client companies.  It is not meant to be a comprehensive guide or substitute for professional advice. All opinions or interpretations are solely those of ourselves and our partner firms and may be subject to agreement by the relevant authorities. While effort has been made to ensure the accuracy of the above information, we shall not be liable for loss arising directly or indirectly from any inaccuracy or omission in the information provided.