What is a Register of Controllers and Why Singapore Companies Now Have to Submit this Document

5 min read

ACRA will require you to submit your Register for Registrable Controllers by April 2020. Previously companies just had to have the Register and update it regularly.

We explain what the Register for Registrable Controllers is and what a company needs to do to comply with the new rules.

What is happening?
What is the Register for Registrable Controllers??
Who is the Registrable Controllers of a company?
What information goes on the Register for Registrable Controllers?
When should I prepare and update the Register for Registrable Controllers?
Does my company have to submit a Register for Registrable Controllers?
Who is exempt from submitting the Register for Registrable Controllers?
How can I submit the Register for Registrable Controllers to ACRA?
Will the information about the Registrable Controllers of my company now be public?
What if I don’t have all the details about the Controllers of the company?
What if the Controllers don’t respond?
Why are they changing the rules?
Key Takeaways

What is happening?

In 2020, Singapore companies will have to submit the Register for Registrable Controllers to ACRA. Before, your company was only obliged to maintain it internally. The authorities had the right to request it and fine the company if something was wrong, but in reality that almost never happened. Now you will have to submit the Register to ACRA electronically and maintain it updated at all times.

Now you will have to submit the Register to ACRA electronically and maintain it updated at all times.

What is the Register for Registrable Controllers?

The Register for Registrable Controllers is a document listing all Controllers and Beneficial Owners of a company. It must contain all the such as their names and ID details as well as information about their citizenship and places of registration for entities. All local and foreign companies as well as Limited Liability Partnerships must keep it.

Who is the Registrable Controllers of a company?

A Controller, is a person or a legal entity that has a “significant interest” or “significant control” over your company. The Controllers have an obligation to provide their data for the Register.

Controller with significant interest is a person or a company who

  • has over 25% of the shares
  • has over 25% of the total voting power
  • has a right to over 25% of the capital or profits in a company without share capital

Controller with significant control is a person or a company who

  • can appoint or remove directors with a majority of voting rights
  • has over 25% of the voting rights
  • has significant influence or control over the company
You have a company named Bazinga Pte. Ltd. You personally own 40%, another 30% belongs to Paradise Ltd, incorporated in the British Virgin Islands. The remaining 30% are shared among small investors. You have to declare that you and Paradise Ltd. are the controllers and disclose the particulars of the owners of Paradise Ltd. that have more than 25%.

What information goes on the Register for Registrable Controllers?

For people

  • Full name
  • Aliases, if any
  • Residential address
  • Nationality
  • ID or passport number
  • Date of birth
  • Date of becoming a Controller of the company
  • Date of ceasing to be a Controller, if applicable

For business entities

  • Name
  • Unique entity number, if any
  • Registered office address
  • Where the company was registered and under which law
  • Name of the authority that registered it
  • ID given to the company by the registering authority
  • Date of becoming a Controller of the company
  • Date of ceasing to be a Controller, if applicable

When should I prepare and update the Register for Registrable Controllers?

Once you have incorporated, you have 30 days to prepare a Register for Registrable Controllers. If some data changes, you need to request the details from the controllers, and once you received them, you have just 2 business days to update the Register.

Does my company have to submit a Register for Registrable Controllers?

Most likely, yes. All Singapore companies, foreign companies and Limited Liability Partnerships (LLPs)  have to maintain a Register for Registrable Controllers, so everyone will have to submit it. That includes dormant companies and businesses going through winding up, striking off, receivership or judicial management.

Who is exempt from submitting the Register for Registrable Controllers?

In most cases, companies that have already provided this data are exempt:

  • Public companies and LLPs listed on approved exchanges in Singapore and abroad
  • Financial institutions
  • Government-owned companies and LLPs
  • LLPs where all partners are exempted
  • Subsidiaries of the exempted companies

How can I submit the Register for Registrable Controllers to ACRA?

So far, it’s clear that you would have to upload the data via BizFile+. The deadlines to submit will be April 12, 2020, and the announcement will come around January 12, 2020. Once ACRA releases the rest of the details, we’ll let you know.

Meanwhile, the best strategy is to make sure that your Corporate Secretary has a Register for Registrable Controllers and keeps it up-to-date.

Will the information about the Registrable Controllers of my company now be public?

No, these records will not get public, your company and its Controllers are protected from that. But ACRA and other government agencies have a right to access it to administer or enforce related laws. For example, to investigate money laundering or financing of terrorism offence.

What if I don’t have all the details about the Controllers of the company?

According to the Companies Act, you are required to “take reasonable steps” to identify who the Controllers of your company are and get their details. It means that you have to send notices to:

  • any person who is a known Controller;
  • any person who is likely to be a Controller;
  • any person who knows of a Controller or is likely to know.

ACRA has a specific format for the notices. You or your Corporate Secretary are supposed to send them out to directors and company members every year if any of the details on the Registrable Controllers of your company are missing.

The people receiving notices have obligations, too. The Controllers have to state their particulars and provide any data they have on other Controllers. People who know of Controllers have to state so and provide whatever data they have.

What if the Controllers don’t respond?

Make sure your Corporate Secretary keeps a track of all notices sent out as they prove your company took the necessary steps. If there is no answer, you don’t have to chase them. Add whatever details you have of the addressee and a note that he or she never confirmed them. You have to wait 30 days for a response then you have 2 business days to add the data.

Why are they changing the rules?

The idea behind the Register for Registrable Controllers initially belongs to the Financial Action Task Force (FATF), an organisation dedicated to fighting financial wrongdoing. Back in 2016, FATF urged Singapore to come up with a procedure to prevent money laundering and financial terrorism. As a result, ACRA adopted a new regulation requiring businesses to keep a track on all the controllers — people or companies that own or control the end money. The policy obliged Singapore companies to maintain Registers for Registrable Controllers and imposed a fine of S$5,000 on any entity that failed to do so. However, the document was an internal one and ACRA was not actively enforcing it.

Some of the companies just dropped the ball, others never followed up with their Corporate Secretaries to see if this was being handled. Then there are some that would prefer to keep this information obscure.

The new regulation requires Singapore companies to submit the Registers to ACRA. It will force every entity that has been ignoring the rules to comply.

Key Takeaways

  • The Register for Registrable Controllers is a document listing all Controllers and Beneficial Owners of a company.
  • Singapore companies, foreign companies and LLPs will now have to submit it the Registers to ACRA.
  • The records will not be publicly available. However, the government agencies will be able to access the information.
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