Register of company controllers
Singapore is known for its stable and open economy, and the nation has enacted regulations requiring companies to fight money laundering and terrorism funding globally. Beginning on March 31, 2017, businesses, foreign businesses, and limited liability partnerships (LLPs) will need to keep track of beneficial ownership data in the format of a register of controllers while making it accessible to public entities upon request.
The goal is to increase transparency in corporate entity ownership and management while minimizing the potential for illegal usage of corporate organizations. This would better align Singapore with global norms and support ongoing efforts to uphold Singapore’s solid reputation as a reputable and ethical financial center.
In this guide, we will be covering important aspects relating to the register of company controllers in Singapore. We will discuss controllers, their role and importance, establishing a register of controllers, and how to update the controller information.
Important aspects related to the register of controllers
- Since 31 March 2017, businesses, international businesses, and limited liability partnerships (unless exempted) have been required to keep a register of company controllers in Singapore.
- After a company is incorporated in Singapore, businesses are required to establish the register of controllers within 30 days.
- The register of controllers must be kept in the designated locations, such as the registered office of the business or LLP or the authorized office of the official filing agent.
- The register might be kept on paper or in digital form.
- The Register of Controllers is a confidential business record that shall not be disclosed to the general public.
- The Accounting and Corporate Authority (ACRA) and any other Singaporean government body may seek access to the Register of Controllers. On request, corporations and limited liability partnerships (LLPs) must grant them access.
- Corporations and Limited Liability Partnerships must disclose to ACRA where their register of controllers is located while submitting their yearly returns or yearly declaration.
- Companies and LLPs can fulfill their obligations by notifying the necessary parties, documenting their information, and then notifying any additional parties who have been identified as prospective controllers.
- Corporations must maintain the information in the Register of Controllers updated. All businesses and limited liability partnerships must submit their RORC information to ACRA via the e-service provided by Bizfile+.
- Organizations could be penalized up to 5,000 Singaporean dollars for failing to file or amend their ROC with ACRA.
Who may serve as a corporation’s "Controller"?
A person or an organization that holds a “significant interest” in or “significant control” over the corporation is referred to as a “Controller.”
Controller based on Significant Interest
A controller with a sizable stake in a business may cover any of the following mentioned below:
Corporations with share capital
Corporations without share capital
Controller based on significant control
The individual or firm has to meet any of the following criteria mentioned below to exercise substantial control over a business:
1. The person or organization that controls a majority of the votes cast at board meetings has the authority to select or dismiss directors.
2. Over 25 percent of the voting rights on issues up for a vote among the company’s members are held by the person or organization.
The company’s members have to make decisions regarding a few specific issues, such as:
- Choosing or removing an auditor
- Updating the name of the business
- Amending the company’s charter
- Deciding to wind up voluntarily
- Selection of directors
3. The person or organization has the legal authority to govern or exert considerable influence over the firm. The Companies Act states that a person or organization can directly ” guarantee that an organization usually undertakes the operations which they want” even if they lack a large amount of stock or voting authority over the firm.
Such a person or organization is thought to have veto power over all decisions pertaining to the management of the business, including:
- Choosing or dismissing the organization’s CEO
- Approving or modifying the business plan of the corporation
- Adopting or modifying profit-sharing programs
- Providing stock options
Who is eligible to serve as a Limited Liability Partnership's "Controller"?
A controller of an LLP is someone who:
- Possesses directly or indirectly a right to partake in over 25 percent of the capital or greater than 25% of the earnings of the LLP, or the right to receive a greater than 25% share of any LLP’s extra capital upon wound up.
- Maintains the authority to nominate or dismiss the LLP’s manager, or, in the event that there are many managers, a significant number of the managers.
- Has the authority to either directly or indirectly nominate or remove individuals with a majority of the votes at meetings of the LLP’s management body.
- Possesses, whether directly or indirectly, over twenty-five percent of the voting rights on issues that will be resolved by the votes of the LLP’s partners.
- Possesses the power to govern or exert substantial influence over an LLP.
Role and Importance of the Register of Company Controllers
The improvement of openness, accountability, and integrity of Singapore’s corporate sector depends heavily on the register of company controllers.
The register of company controllers in Singapore is crucial for the following reasons:
Improvement of Corporate Governance
The register of company controllers in Singapore encourages strong corporate governance by ensuring accountability and transparency in the ownership and management of businesses. It makes it possible for stakeholders, investors, and business partners, to comprehend the people or organizations that have a big impact on a firm.
Facilitating adherence to regulations
Companies may be confident they are in compliance with regulatory obligations by maintaining an accurate and current register of company controllers in Singapore. It exhibits its dedication to openness and compliance with rules and laws pertaining to corporate governance and anti-money laundering procedures. Additionally, it aids businesses in avoiding fines and other penalties that could result from non-compliance.
Assisting with inquiries and enforcement
The register of company controllers in Singapore is an available resource for law enforcement, allowing them to carry out investigations, uphold legislation, and successfully combat financial crimes. Having access to the RCC enables law enforcement to locate beneficial owners, track financial transactions, and take appropriate action against people or organizations engaged in illegal activities.
Establishment of register of company controllers in Singapore
The register of company controllers in Singapore is distinct in comparison to the computerized registry of private members that is maintained by ACRA. All businesses, regardless of whether they are active, inactive, winding up, in bankruptcy, under court administration, or being struck off, are obligated to maintain their own register.
- The register of controllers must be maintained within 30 days of the establishment date for newly formed businesses and recently registered Limited Liability Partnerships.
- Corporations may opt to maintain their register in either digital or hard copy form as long as it adheres to the precise format demanded by ACRA.
- People who could be potential controllers need to receive notices from the organization or limited liability partnership in order to establish their identity and validate their contact information.
- Upon obtaining responses from controllers to notifications made by corporations, businesses have two working days to add details to their register of controllers.
- The register of controllers may be maintained at the organization’s official place of business or the address of the authorized filing agent that has been designated by the organization.
- Corporations have to specify where they’ll maintain the register of controllers as a requirement for submitting their yearly returns.
- Through Bizfile+, ACRA’s digital filing platform, the same ROC details must also be submitted.
What should be kept in the register of company controllers in Singapore?
The following information must be included in the register of company controllers in Singapore:
For individually registrable controllers
- Complete name
- Possible aliases
- Residence address
- Identification card number or passport number
- The birth date
- The day when the registrable individual controller started acting as an individual controller of the business; and
- Day when, the registrable individual controller stopped being an individual controller of the firm, if relevant.
In the case of registrable business controllers
- Registrar-issued Unique Entity Number
- Location of the registered office
- The registrable corporate controller’s legal structure
- The country and law that govern the registrable business controller’s incorporation or formation
- The day that the registrable business controller started serving as the organization’s corporate controller
- The day when, the registrable business controller stopped to be the official controller of the business, if necessary.
When a Corporation or Limited Liability Partnership sends a notice, the recipient must give the following information:
- His information in the case that he is the controller
- Any knowledge he may have regarding controllers
Corporations are obligated to take appropriate measures to discover their controllers and acquire information about them by providing notices to:
- Any person who they are aware of or have reason to suspect is a controller
- Anyone who is aware of the controllers’ identities has a reasonable chance of knowing who the controllers are.
Both electronic and paper copies of notices and notice responses are acceptable. The corporate secretary is qualified to handle the work.
Notices delivered to controllers
When a message is delivered directly to a controller, the person must:
- Specify if they are the organization’s controller.
- Indicate whether they are likely to be aware of any more possible corporate controllers and provide any relevant information.
- Specify any other details that the business requires.
Notifications issued to people who are aware of controllers
Upon receipt of a notice, any individual who is aware of a controller or who is reasonably expected to have knowledge of the identification of a controller shall:
- Declare having knowledge of a controller or having grounds to believe they do.
- Provide the controller’s information.
- Specify any other information that the business requires.
When giving notice isn’t necessary
In the following circumstances, a firm is exempt from sending a notification to a director or member:
- The necessary information has already been provided to the company by a controller or an individual who knows a controller, and the information is accurate.
- The organization is sure that a particular member or director fails to meet the requirements to be a controller or is unaware of any potential controllers of the business.
What organizations are exempt from keeping the Register of Controllers?
Corporations that are excluded from having to keep a register of controllers include:
- A publicly traded firm in Singapore with stocks issued for a quotation on a recognized exchange
- A business that belongs to Singapore’s financial sector
- A business in which the government owns all the shares
- A business that is entirely controlled by a governmental entity created by or in accordance with a public act for a public objective
- A business whose shares are traded on a stock market in a nation or territory other than Singapore and which is governed by —
- Standards for regulatory disclosure
- Criteria for sufficient transparency regarding its beneficial proprietors
The following foreign businesses are excluded from having to keep a register of controllers:
- An international business that is a Singaporean financial organization
- An international corporation that is a wholly-owned subsidiary of an international firm that is a Singaporean financial organization
Limited Liability Partnerships
Limited Liability Partnerships that are excluded from having to keep a register of controllers include:
- An LLP is a Singaporean financial organization
- A limited liability partnership (LLP) whose members are all corporations or foreign entities excluded from keeping a register of controllers.
Updating the controller’s information
Corporations that hold a register of controllers must update the data in it regularly. Corporations are obligated to issue notices to all controllers once a year to check if there have been any significant modifications to their information.
According to the Companies Act, relevant modifications include:
- The controller’s information has to be corrected because it is erroneous.
- The person or organization is no longer considered to be a corporation controller.
In addition to delivering yearly notices, businesses must further send notifications to the controller in the following circumstances:
- If the corporation is aware of or has cause to suspect that a pertinent change has taken place.
- The business has reliable information indicating a significant change has taken place.
There are situations in which a pertinent change has taken place but the business is not required to provide a notification.
These cover the following:
- A registered controller has previously given the business updated information.
- The business has verified and is certain that no significant modifications have taken place.
Register of controllers is a business documentation that contains data on the controllers, usually referred to as beneficial owners, of the organizations. Within 30 days of the company or LLP’s registration, the Register of Controllers must be established. In addition to maintaining a registrar of controllers internally, businesses must also submit the same data to the Bizfile+ platform within two working days.
As the registrar of company controllers in Singapore is private documentation, it is strongly advised that you engage with a credible, experienced, and reliable business service provider. At Odint Consulting, we offer personalized assistance to our clients, addressing any queries they may have. Our team is well-equipped to help maintain the registrar of controllers and facilitate the submission of relevant details to Bizfile+. Additionally, we are committed to providing support in updating any information about the documentation. With our expertise and reliability, we strive to ensure a smooth and efficient process for our clients.
Appropriate authorities, including the ACRA, regulatory entities, and law enforcement agencies, have access to the RCC upon request.
The registry of company controllers is a registry that includes information about the registrable controllers, also referred to as the beneficial owners of an organization or a limited liability partnership.
Maintaining the Registrar of Controllers is necessary as of March 31, 2017.
- Responding to notification from the corporation or LLP and confirming your information.
- Give the organization details on any further potential registrable controllers.
- Notify the organization in case of any changes in your information.
The full name, residential address, nationality, identity number or unique identifying code, and specifics regarding the type of control or influence that the controller exercised must all be listed in the Register of Controllers.
The corporation, its executives, and the controllers could face fines and liabilities if the standards are not followed. These include financial penalties, and imprisonments.
Some businesses are excluded from keeping the RCC, including publicly traded businesses and financial institutions in Singapore and organizations that are fully owned by the government.