Singapore Companies Now Have to Report on Who Owns Their Business

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.

What is happening?

In 2020, Singapore companies will have to submitthe 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 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.