Requirement for Companies, Foreign Companies and Limited Liability Partnerships to maintain Register of Registrable Controllers

With effect from 31 March 2017, companies, foreign companies and LLPs (unless exempted) will be required to maintain beneficial ownership information in the form of a register of registrable controllers, and to make the information available to public agencies upon request.

The aims is to make the ownership and control of corporate entities more transparent and reduce opportunities for the misuse of corporate entities for illicit purposes. This will bring Singapore in line with international standards, and boost Singapore’s on-going efforts to maintain our strong reputation as a trusted and clean financial hub.

Key points about the Register of Registrable Controllers

  • The registers of registrable controllers is to be maintained at prescribed places, e.g. the company’s/LLP’s registered office or the registered office of the registered filing agent.
  • The register can be maintained in paper or electronic format.
  • The registers of registrable controllers will be kept only by the corporate entity and will not be made available to the public.
  • Companies and LLPs must give the Registrar and ACRA officers, as well as public agencies administering or enforcing any written law  (e.g. Commercial Affairs Department, Corrupt Practices Investigation Bureau and the Inland Revenue Authority of Singapore) access to their registers of registrable controllers upon request.
  • The information therein can only be used by public agencies for the purpose of administering or enforcing the laws under their purview (e.g. investigation of money laundering offences).
  • Companies and LLPs will have to declare with ACRA the location of the company’s register of registrable controllers when filing the company’s annual returns or annual declaration .  
  • Companies and LLPs can discharge their duties by sending notices to the relevant parties and recording their particulars, as well as sending further notices to any other parties that have been revealed as potential controllers. Notices can be sent and replies may be received, in electronic or hard copy format. The company or LLP is not liable should recipients of these notices fail to respond or provide inaccurate responses.
  • A controller is required to provide and update information to the company/LLP. 

Which entities are required to maintain Register of Registrable Controllers?

All companies incorporated in Singapore, foreign companies and all limited liability partnerships registered in Singapore (unless exempted) are required to maintain registers of registrable controllers.

Which entities are exempted from maintaining Register of Registrable Controllers

  • Companies
    Companies exempted from the requirement to maintain the register of registrable controllers are:
  1. a public company which shares are listed for quotation on an approved exchange in Singapore;
  2. a company that is a Singapore financial institution;
  3. a company that is wholly owned by the Government;
  4. a company that is wholly owned by a statutory body established by or under a public Act for a public purpose;
  5. a company that is a wholly-owned subsidiary of a company mentioned in sub-paragraph (a), (b), (c) or (d);
  6. a company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to —
    1. regulatory disclosure requirements; and  
    2. requirements relating to adequate transparency in respect of its beneficial owners (imposed through stock exchange rules, law or other enforceable means).
Listed companies and Singapore financial institutions are exempted from the new requirement as listed companies are already subject to disclosure requirements under the Securities and Futures Act.  MAS, as the supervisory authority, will have access to the controllers’ information of Singapore financial institutions.

  • Foreign Companies
    Foreign companies that are exempted from the requirement to maintain the register of registrable controllers are:
  1. a foreign company that is a Singapore financial institution;
  2. a foreign company that is a wholly-owned subsidiary of a foreign company that is a Singapore financial institution;
  3. a foreign company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to — 
    1. regulatory disclosure requirements; and  
    2. requirements relating to adequate transparency in respect of its beneficial owners   (imposed through stock exchange rules, law or other enforceable means)
  • Limited Liability Partnerships
    LLPs that are exempted from the requirement to maintain the register of registrable controllers are:
  1. a LLP that is a Singapore financial institution;
  2. a LLP which all partners are companies or foreign companies exempted from the requirement to maintain the register of registrable controllers.   

Who can be a “Controller” of a Company?

A Controller is defined as an individual or a legal entity that has a “significant interest” in or “significant control” over the company.

Controller based on Significant Interest

A controller who has significant interest in a company may include any of the following:

Companies with Share Capital Companies without Share Capital
An individual who has:
  • Interest in more than 25% of the shares
  • Shares with more than 25% of total voting power in the company
 An individual who has:
  • Right to share in more than 25% of the capital or profits of the company

Controller based on significant control

A controller who has significant control over a company is a person who:

  • holds the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings;
  • holds more than 25% of the rights to vote on matters that are to be decided upon by a vote of the members of the company; or
  • exercises or has the right to exercise significant influence or control over the company.

Who can be a “Controller” of a LLP?

A controller of the LLP is a person who:

  • holds, directly or indirectly a right to share in more than 25% of the capital, or more than 25% of the profits, of the LLP; or a right to share more than 25% of any surplus assets of an LLP on a winding up;
  • holds the right, directly or indirectly, to appoint or remove the manager of the LLP, or if the LLP has more than one manager, a majority of the managers of the LLP;
  • holds the right, directly or indirectly, to appoint or remove the persons who hold a majority of the voting rights at meetings of the management body of the LLP;
  • holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the partners of the LLP; and/ or
  • has the right to exercise, or actually exercises, significant influence or control over an LLP.

Information to be maintained in the Register of Registrable Controllers

The particulars to be entered in the register are as follows:

For registrable individual controllers

  • full name
  • aliases, if any;
  • residential address;
  • nationality;
  • identification card number or passport number;
  • date of birth;
  • date on which the registrable individual controller became an individual controller of the company; and  
  • date on which the registrable individual controller ceased to be an individual controller of the company; if applicable.

For registrable corporate controllers

  • 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; and
  • date on which the registrable corporate controller ceased to be a corporate controller of the company, if applicable.  

A person receiving a notice from a Company or LLP must provide the following:

  • his particulars if he is a controller
  • Any information that he is aware of about controllers

Setting up and maintaining the Register of Registrable Controllers

When to set up by? How to set up and maintain? Where to store the Register 

Setting up

  • Newly-incorporated companies and newly registered LLPs are required to keep register of registrable controllers  within 30 days from date of incorporation.
  • Companies which are not required to keep registers of controllers at or after the date of commencement (31 Mar 2017) but are subsequently required to do so, are required to keep the registers within 60 days after being required to do so.

Maintaining

Companies are required to enter information into their registers of registrable controllers within 2 business days after receiving replies from controllers to notices sent by companies.  

Identify

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

  • anyone whom they know or have reasonable grounds to believe to be controllers,
  • anyone who knows the identity of the controllers or is likely to have that knowledge.

Sending Notices

Notices and replies to notices can be sent and received electronically or in hard copy.

The task can be undertaken by the company’s secretary.


Receipt of replies from notice sent out

If the recipient of a notice does not reply, the company need not ensure that the recipient reply and must enter into its register the particulars of the addressee that it has in its possession with a note that the particulars have not been confirmed by the controller. This must be done within 2 business days after the end of 30 days after the date on which the notice is sent by the company to the controller.

To avoid duplicative reporting, companies can stop the tracing of the controllers once the tracing e.g. reaches a locally incorporated/ registered company or LLP that will also be maintaining registers in their registered offices. Please refer to the ACRA-issued Guidance for more details.

Companies and LLPs can discharge their duties by sending notices to the relevant parties and recording their particulars, as well as sending further notices to anyone who has been revealed as controllers.

The register of controllers should be maintained at either the company’s registered office, or the registered filing agent’s registered office  

The registers of controllers must be made available to the Registrar and public agencies administering or enforcing any written law (including CAD, CPIB and IRAS) upon request.

Frequently Asked Questions on Register of Registrable Controllers

Please click here to access the list of FAQs.

Help Resources

Please click here to access the help resources available to guide companies, foreign companies and LLPs comply with the requirement.

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