Pursuant to the passing of the Corporate Registers (Miscellaneous Amendments) Act on 10 January 2022, the following requirements are effective today, i.e. 4 October 2022.
A shareholder is a nominee if the shareholder:
– full name;
– aliases, if any;
– residential address;
– nationality;
– identity card number or passport number;
– date of birth; and
– date on which the shareholder became the individual’s nominee.
For nominators, which are legal entities
– name;
– unique entity number issued by the Registrar, if any;
– address of registered office;
– legal form of the legal entity;
– jurisdiction where and statute under which the legal entity is formed or incorporated;
– the name of the corporate entity register of the jurisdiction where the legal entity is formed or incorporated, if applicable;
– identification or registration number of the legal entity of the jurisdiction where the legal entity is formed or incorporated, if applicable; and
– date on which the shareholder became the legal entity’s nominee.
Please note exemptions apply to the requirement that a company, including a foreign company, keep a register of nominee shareholders and not to the nominee shareholder’s duty to provide information.
A Director is a nominee director if he:
Locally incorporated Companies are required to
– full name;
– aliases, if any;
– residential address;
– nationality;
– identity card number or passport number;
– date of birth; and
– date on which the shareholder became the individual’s nominee.
For nominators, which are legal entities
– name;
– unique entity number issued by the Registrar, if any;
– address of registered office;
– legal form of the legal entity;
– jurisdiction where and statute under which the legal entity is formed or incorporated;
– the name of the corporate entity register of the jurisdiction where the legal entity is formed or incorporated, if applicable;
– identification or registration number of the legal entity of the jurisdiction where the legal entity is formed or incorporated, if applicable; and
– date on which the shareholder became the legal entity’s nominee.
Timelines to inform companies about nominee directorship and provide the particulars of nominators depend on the date of incorporation of the company:
The following locally-incorporated companies are exempted:
A registrable controller of a Company or an LLP can be an individual or a corporate entity.
An individual having a significant interest in or control over the company or an LLP is an individual controller; and
A corporate controller is a legal entity with a significant interest in or control over the company or an LLP.
Where a company or LLP has reasonable grounds to believe that there is no registrable controller or the company or LLP has failed to identify a registrable controller, then each director with executive control and each CEO of the company is taken to be a registrable controller of the company and each partner with executive control is assumed to be the registrable controller of the LLP.
The following LLPs are exempt:
an LLP that is a Singapore financial institution
an LLP whose partners consist only of –
Please note that exemptions apply to the company and LLP for not maintaining the Register of Controllers and not to the registrable controller’s duty to provide information to their companies and LLPs.
Companies (including foreign companies) and LLPs are required to maintain a Register of registrable controllers within the following timelines:
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