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register of registrable controllers

It is officially announced that businesses will have to report the information of its beneficial owners to ACRA via BizFile+ from May 2020. If you are not familiar with the Register of Registrable Controllers, then keep reading as we provide you with insights on what it is all about.

1. What is Register of Registrable Controllers?

It is the file that maintains beneficial ownership information. To be specific, it contains information of the owners and controllers of the company.

Since 31 March 2017, ACRA has required all companies in Singapore, including local, foreign and LLP, to take the action of keeping the Register of Registrable Controllers, with only a few exemptions.

2. Why adding new rule?

Before, business entities in Singapore have been only required to maintain the document privately and to make it available to public agencies and local authorities only upon request. The original idea was to keep the ownership and control of Singapore companies transparent and to avoid using these businesses for illegal purposes.

However, from May 2020, ACRA demands all companies to submit the Register of Registrable Controllers in order to make them comply. If a company ignores the requirement, it will be fined at a maximum of S$5000.

3. What business is obliged to do it?

All companies incorporated in Singapore including local, foreign ones and even LLP registered in Singapore must comply. Nevertheless, there are a few exemptions.

4. So, What business is eligible for exemption?

There are some cases in which a business entity can be exempted from the requirement:

Local and Foreign Companies:

  • Public company listed on an approved exchange in Singapore.
  • Singapore financial institution.
  • Company wholly owned by the Government or a statutory body established by or under a public Act for a public purpose.
  • A wholly-owned subsidiary of an exempted company.
  • Company listed on a securities exchange in a country or territory outside Singapore and subject to:
    • Regulatory disclosure requirements.
    • Requirements relating to adequate transparency in respect of its beneficial owners.

LLP:

  • Singapore financial institution.
  • LLP which all partners are exempted companies.

5. Who is considered as a Controller of a Company?

A controller can be either an individual or a legal entity having “significant interest” in or “significant control” over the company:

A controller in terms of significant-interest is the one defined as following:

  • Having more than 25% of the shares or total voting power in the company.
  • Having the right to share in more than 25% of the capital or profits in a company without share capital.

A controller in terms of significant-control is the one:

  • Having the right to appoint or remove directors with a majority of voting rights at the director’s meeting;
  • Having more than 25% of the rights to vote on matters demanding a vote by company’s members; or
  • Having significant influence or control over the company.

6. What information is included in the Register for Registrable Controllers?

Regarding an individual controller:

  • Full name.
  • Aliases, if any.
  • Residential address.
  • Nationality.
  • Identification card number or passport number.
  • Date of birth.
  • Date when becoming an individual controller of the company.
  • Date when ceasing to be an individual controller of the company if applicable.

In respect of a corporate controller:

  • Name
  • Unique Entity Number issued by the Registrar, if any.
  • Address of registered office.
  • Legal form of the registrable corporate controller.
  • Where and under which law, 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, if applicable.
  • Date when becoming a corporate controller of the company.
  • Date when ceasing to be a corporate controller of the company, if applicable.

7. Setting up, maintaining and rep the Register of Registrable Controllers

Setting up:

A company is required to have the Register of Registrable Controllers within 30 days from the date of incorporation.

Companies have the responsibilities to identify controllers and obtain their information by reaching out and 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.

Please take note that notices and replies can be sent and received electronically or in hard copies by companies’ secretaries.

If controllers do not respond, companies must fill in any available information with a note that the controllers have not confirmed that info. This must be done within 2 business days after the end of 30 days from the date when the notice is sent to the controller.

Maintaining:

Companies then have to enter the collected information into the Registers of Registrable Controllers within 2 business days upon receiving the replies from controllers.

The Registers of Registrable Controllers will not be made available to the public. However, ACRA and other government agencies still have a right to access it to administer or enforce related laws.

Reporting:

After maintaining the Registers of Registrable Controllers at the registered office address, a company or a Registered Filing Agent (on behalf of the entity) will lodge the information with ACRA via BizFile+. The information of Registers of Registrable Controllers sent to ACRA must be the last updated one.

Should you have questions or need support regarding this matter, don’t hesitate to email us at [email protected]

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