On 18 September 2017, the Accounting and Corporate Regulatory Authority ("ACRA") issued revised versions of its written guidance in relation to the requirements on the register of controllers for Singapore companies, foreign companies registered in Singapore and limited liability partnerships (collectively known as "Corporate Entities", and each a "Corporate Entity") under Part XIA of the Companies Act (Chapter 50 of Singapore) and Part VIA of the Limited Liability Partnerships Act (Chapter 163A of Singapore). The guidance will be collectively referred to as the "ACRA Guidance on Register of Controllers" in this client update.
ACRA Guidance on Register of Controllers
Background
Unless exempted, all Corporate Entities are required to do the following:
- Maintain a register of registrable controllers containing the particulars of the Corporate Entity's registrable controllers;
- Take reasonable steps to identify the registrable controllers of the Corporate Entity, including sending notices to any person whom the Corporate Entity knows or has reasonable grounds to believe is a registrable controller of the Corporate Entity, or has knowledge of someone who is a registrable controller or is likely to have that knowledge;
- Keep the particulars in its register of registrable controllers up-to-date by sending notices to registrable controllers whose particulars the Corporate Entity knows or has reasonable grounds to believe have changed or is inaccurate; and
- Produce the register of registrable controllers and any related document to the Registrar, an officer of ACRA or a public agency, upon request.
The purpose of the Register of Controllers is to ensure that there is adequate transparency in the ownership and control of companies, at least to the Registrar and other public agencies. The Register remains closed to public access and this should mitigate any wider concerns as to the potential loss of privacy.
Amendments to ACRA Guidance on Register of Controllers
(i) Update to Paragraph 6.1
Paragraph 6.1 of the ACRA Guidance on Register of Controllers, in relation to the updating of the register of controllers, has been amended so that Corporate Entities are advised to review and update their registers by checking with every registrable controller whose particulars are contained in the register at least annually.
A notice must be sent to the registrable controller if the Corporate Entity knows or has reasonable grounds to believe that a relevant change (as that term is defined in the ACRA Guidance on Register of Controllers) has occurred in the particulars of the registrable controller or the particulars of the registrable controller are incorrect. If the Corporate Entity knows for a fact that there are no relevant changes in the particulars of a registrable controller and the particulars are correct, it need not send the notice. The ACRA Guidance on Register of Controllers also advises the Corporate Entity to document why it is satisfied that no relevant changes have occurred in the particulars of registrable controllers and that the particulars are correct, because public agencies would expect supporting documents when they inspect the register.
(ii) Update to Paragraph 9.2
Paragraph 9.2 of the ACRA Guidance on Register of Controllers has also been updated to provide examples of the supporting documents that could be furnished when a request is made by the Registrar and public agencies. These include:
- A copy of the registrable controller's NRIC (if he is a Singapore citizen or Singapore permanent resident) or passport and document verifying his residential address (if he is a foreign individual)
- A copy of the certificate of registration of the registrable controller from its jurisdiction of incorporation and document verifying its address (if it is a foreign legal entity not registered in Singapore, and its certificate of registration does not reflect the registered office address)
- Records of information received from the registrable controllers that led to their particulars being inserted in the register of registrable controllers. For example, replies by registrable controllers to notices that the Corporate Entity sent to them, correspondence from registrable controllers that they had independently sent to the Corporate Entity, including emails and hard copy letters
ACRA Guidance on Register of Nominee Directors for Companies
Background
Separately, companies incorporated under the Companies Act are required to keep a register of its nominee directors containing the particulars of the nominators of the company's nominee directors. They must also be able to produce the register of nominee directors and any related document to the Registrar, an officer of ACRA or a public agency, upon request.
Amendments to ACRA Guidance on Register of Nominee Directors for Companies
Paragraph 5.2 of the ACRA Guidance on Register of Nominee Directors for Companies was updated to provide examples of the supporting documents that must be furnished by companies when requested by the Registrar and public agencies. These examples provided are similar to that under paragraph 9.2 of the ACRA Guidance on Register of Controllers, as discussed above.
Conclusion
The Companies Act rules on controllers are a significant change to Singapore company law when they were first introduced, and its implications may not have fully appreciated especially by small and medium enterprises, many of which would also not have substantial resources to cope with the new requirements. Hence, any clarification or further guidance by ACRA is always welcome.
The various ACRA Guidances can be assessed here.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
