Requirements under the Corporate Registers (Miscellaneous Amendments) Act | Update 2022

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) Key takeaways for maintaining the Register of Nominee Shareholders:

What is a Nominee Shareholder?

A shareholder is a nominee if the shareholder:

Is under an obligation to vote, in respect of shares in the company of which the shareholder is the registered holder as per the directions of any other person and,

Receives dividends in respect of shares in the company of which the shareholder is the registered holder on behalf of any other person.

What is the Companies' obligation to maintain the Register of nominee shareholders?

Foreign companies are required to:

Maintain a Register of Nominee Shareholders (RONS) at their registered office or the registered office of their appointed Registered Filing Agent. Registers may be maintained electronically or in hardcopy format.
Update information in RONS within seven days after being informed of any change.
Produce this Register and any related document to the Registrar, an officer of ACRA or a public agency upon request. However, this Register is not open to the public, including auditors.

What is the obligation of the nominee shareholders?

Nominee shareholders are required to inform and provide the following information to their respective foreign companies:
In the case of Individual nominators
– 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.

To inform about the cessation of their nominee shareholder status

Who is exempted from keeping the Register of Nominee Shareholders (RONS)?

The following foreign companies are exempted:

A foreign company that is a Singapore financial institution;
A foreign company that is a wholly-owned subsidiary of a foreign company that is a Singapore financial institution; and;
A foreign company, shares of which are listed on a securities exchange in a country or outside Singapore and subject to regulatory disclosure requirements and requirements relating to adequate transparency in respect of its beneficial owners, imposed through law or other enforceable means.

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.

B) Key Takeaways for Registers of Nominee Directors:

What is a Nominee Director?

A Director is a nominee director if he:

Is under an obligation to act as per the instructions, directions or wishes of any other person.
The obligation to act as per other person’s directions may arise from formal or informal arrangements.

What is the Companies' obligation to maintain the Register of Nominee Directors?

Locally incorporated Companies are required to

Maintain a Register of Nominee Directors at their registered office or the registered office of their appointed Registered Filing Agent. Registers may be maintained electronically or in hardcopy format.
Update information in the Register of Nominee Directors within seven days of being informed of any change.
Produce this Register and any related document to the Registrar, an officer of ACRA or a public agency upon request. However, this Register is not open to the public, including auditors.

What is the obligation of the Nominee Directors?

Nominee directors are required to inform and provide the following information to their companies:

– 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.
To inform about the cessation of their nominee director status.
To inform of any change in the nominator’s particulars provided to the Company.

What is the timeline to inform the companies about the particulars of nominators?

Timelines to inform companies about nominee directorship and provide the particulars of nominators depend on the date of incorporation of the company:

Company incorporated on or after 31 March 2017: Nominee director to provide above information within 30 days after the date of incorporation; and within 30 days after the director becomes a nominee.
Company incorporated before 31 March 2017:Nominee director to provide above information within 60 days after 31 March 2017, and within 30 days after the director becomes a nominee.

Who is exempted from keeping the Register of Nominee Directors?

The following locally-incorporated companies are exempted:

A public company, shares of which are listed for quotation on an approved exchange in Singapore;
a Singapore financial institution;
a wholly-owned company by the Government of Singapore;
a Singapore financial institution;
a wholly-owned company by a statutory body established by or under a public Act for a public purpose;
a wholly-owned subsidiary of the companies mentioned above;
A company, shares of which are listed on a securities exchange in a country or outside Singapore and subject to regulatory disclosure requirements and requirements relating to adequate transparency in respect of its beneficial owners, imposed through law or other enforceable means.

C) Key takeaways for the Register of Registrable Controllers in Singapore:

Who is a Registrable Controller?

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.

What are the obligations of the company and LLPs?

To keep a register of registrable controllers containing the particulars of the company’s and LLP’s registrable controllers.
To make reasonable efforts in identifying the registrable controllers of the company and LLP by sending notices to any person whom the company or LLP has reasonable grounds to believe is a registrable controller.
The company and LLP must send out notices to each member and each director of the company or each partner or manager of the LLP annually.
To keep the particulars in its Register of registrable controllers up-to-date and enter the prescribed details of registrable controllers in their Registers of Registrable controllers within two business days after they have been confirmed.
To provide the Register of registrable controllers and related documents to the Registrar, an officer of ACRA or a public agency upon request. However, this Register is not open to the public, including auditors.

Who is exempted from maintaining the register of controllers?

The following companies are exempted:
A public company (including a foreign company), shares of which are listed for quotation on an approved exchange in Singapore;
a Singapore financial institution (including a foreign company, which is a Singapore financial institution);
a wholly-owned company (including a foreign company) by the Government of Singapore
a wholly-owned company by a statutory body;
a wholly-owned subsidiary of the companies mentioned above;
A company (including a foreign company), shares of which are listed on a securities exchange in a country or outside Singapore.

Which LLPs are Not required to maintain a register?

The following LLPs are exempt:
an LLP that is a Singapore financial institution
an LLP whose partners consist only of –

i. a public company whose shares are listed for quotation on an approved exchange in Singapore;
ii. a company or foreign company which is a Singapore financial institution;
iii. a company which the Government of Singapore wholly owns;
iv. a company wholly owned by a statutory body;
v. a company which is a wholly-owned subsidiary of the company mentioned above;
vi. a foreign company which is a wholly-owned subsidiary of a foreign company that is a Singapore financial institution; or
vii. A company or a foreign company, shares listed on a securities exchange in a country or outside Singapore.

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.

What is the timeline to maintain a register of registrable controllers?

Companies (including foreign companies) and LLPs are required to maintain a Register of registrable controllers within the following timelines:

Company or an LLP incorporated on or after 31 March 2017:
Within 30 days after the date of incorporation
Company or an LLP incorporated before 31 March 2017:
within 60 days after 31 March 2017
Companies subsequently required to maintain the Register:
Within 60 days from the date of being required to maintain the Register.

Is the Register of registrable controllers different from the Register of members?

The Register of registrable controllers differs from the electronic Register of members of private companies kept by ACRA and the registers of members that public companies keep themselves. These are all separate registers, and a public company must keep both a register of members and a register of registrable controllers.