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Corporate Service - Singapore

Question

Register of Registrable Controllers of Singapore Entity

Answer
With effect from 31 March 2017, companies, foreign companies and Limited Liability Partnerships (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.

Q:
Who can be a “Controller” of a Company?
A: A Controller is defined as an individual or a legal entity that has a “significant interest” in or “significant control” over the company.

(1)
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:
An individual who has:
- Interest in more than 25% of the shares
 - Right to share in more than 25% of the capital or profits of the company
- Shares with more than 25% of total voting power in the company


(2)
Controller based on Significant Control


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


(a)
holds the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings;

(b)
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

(c)
exercises or has the right to exercise significant influence or control over the company.

Q:
Where is the Register of Registrable Controllers to be kept?
A:
Companies may keep their register of registrable controllers at their registered office or the registered offices of any registered filing agent appointed by the company for the purpose of keeping the register of registrable controllers. The register can be kept in either hard or soft copy.

Q:
When is the deadline to create the Register of Registrable Controllers?
A:
Companies are required to create and maintain a register of registrable controllers within the following timelines:

  • Companies incorporated on or after 31 March 2017: within 30 days after the date of incorporation.
  • Existing companies incorporated before 31 March 2017: within 60 days after 31 March 2017.

Q:
Do shareholders/company directors have the rights to view the Register of Registrable Controllers?
A:
The company’s officers are able to view the register of registrable controllers. The officers are the ones responsible for maintaining the register. The shareholders will not be able to view the register as the register is not meant for public viewing.

Q:
Can I be exempted from maintaining the Register of Registrable Controllers if my company is dormant?
A:
Dormant company cannot be exempted and is required to maintain the register of registrable controllers.

Q
What is the penalty for failing to maintain a Register of Registrable Controllers?
A:
The maximum penalty for non-compliance is S$5,000.00. This is similar to the existing penalty if companies fail to file annual returns.

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