Preparing a Register of Shareholders for a Singapore Company
When it comes to the register of shareholders in Singapore, there are two types of registers that are relevant here:
Public companies are responsible for maintaining their own registers of shareholders. On the other hand, the Accounting and Corporate Regulatory Authority (ACRA) is responsible for maintaining electronic registers of shareholders for private companies.
All shareholders are listed in the register of members, and a shareholder that is a substantial shareholder will also be listed in the register of substantial shareholders. This article will discuss both types of registers in detail.
Register of Members
“Member” vs “shareholder”
A “member” is an individual who has subscribed to the constitution of a company and been entered in the register of a company as a member. A “shareholder” is an individual who holds shares in the company.
In practice, “shareholder” and “member” usually refer to the same persons.
Purpose of a register of members
All Singapore companies have a register of members. The register of members serves as a record of the members of the company and contains details such as:
- The names and addresses of the members;
- A statement of shares held by each member;
- The date on which the person was entered in the register as a member; and
- The date on which he ceased to be a member (if applicable).
Form and location of register of members
The register of members of private companies is kept in electronic form by ACRA.
Public companies may keep their registers in hardcopy form or in electronic form. If the register is kept in electronic form, the public company must ensure that the register is capable of being reproduced in hardcopy form.
The register of members maintained by public companies may be kept at:
- Their registered office;
- The office of the public company where the register was prepared; or
- The office of the person (e.g. a third-party corporate services firm) that the public company engages to prepare the register.
Who can inspect the register of members and/or request a copy of it?
Anyone may inspect the register of members and request a copy.
For public companies, a person who wishes to inspect the register of members may contact the company and request for a copy of the register, but only in respect of the names, addresses, number of shares held and amounts paid on shares.
Existing members of the public company may inspect the register for free, while non-members may be charged up to $1 to do so. Copies of the register can also be made, but the company may also choose to charge up to $1 for every page of the register that is copied.
For private companies, you may obtain a copy of your own company’s registers for free at the iShop@ACRA e-shop on the BizFile+ website. If you wish to obtain another company’s register of members, the cost is $20 per report.
When does the register of members have to be updated?
The register of members would be updated when an event takes place such that the information on the register is no longer accurate. Such events include:
For private companies, ACRA will update the electronic register of members after the required documents for the particular transaction have been submitted to ACRA.
For example, if there is a transfer of shares, the private company will have to lodge with ACRA (through BizFile+) a notice of transfer of shares. The transfer will not take effect until ACRA has received the notice of transfer and updated the electronic register of members.
Public companies are responsible for updating their own registers. If there are inaccuracies in the register, or if the register is not updated in a timely manner, the affected member (upon inspecting it for inaccuracies) may contact the company to resolve the issue.
If the company is uncooperative, the member can, as a last resort, make an application to the court for the rectification of the register.
Penalties for not maintaining or updating the register of members
If a public company fails to maintain or update the register in the manner required under the Companies Act, the company will be committing an offence and can incur a fine of up to $1,000.
Register of substantial shareholders
Purpose of a register for substantial shareholders
The register for substantial shareholders serves as a record of the names and shareholdings of the company’s substantial shareholders. A “substantial shareholder” is a person who has a “substantial shareholding” of at least 5% of the voting shares in the company.
Which types of companies need to keep a register of substantial shareholders?
All companies, whether private or public, must maintain the register of substantial shareholders.
Contents of the register of substantial shareholders
The register of substantial shareholders must contain, in alphabetical order, the names of persons from whom the company has received a notice of their substantial shareholding under section 82 of the Companies Act, as well as the information provided in the notices under sections 83 and/or 84 relating to shareholding changes and cessation of shareholding respectively.
Similarly, the register must be updated whenever:
- A person becomes a substantial shareholder. In this case, the register must include the shareholder’s name, address and the full particulars of the voting shares (e.g. quantity, type) that he holds.
- There is a change in a substantial shareholder’s name, address and his interest in the voting shares of the company.
A person ceases to be a substantial shareholder of the company.
Form and location of register of substantial shareholders
The register of substantial shareholders may be kept in hardcopy form or in electronic form. If the register is kept in electronic form, the company must ensure that they are capable of being reproduced in hardcopy form.
The register must be kept at the registered office of the company, or if the company does not have a registered office, at its principal place of business.
Who can inspect the register of substantial shareholders?
Existing members of the company may inspect the register of substantial shareholdings for free, while non-members may be charged up to $2 to do so. In addition to this, the company may also choose to charge up to $1 for every page of the register that is copied.
Penalties for not maintaining the register of substantial shareholders
If a company fails to maintain the register of substantial shareholders in the manner provided in the Companies Act, the company and every officer of the company may be fined up to $5,000, with a further fine of $500 for every day during which the offence continues after their conviction.
Other Related Registers
In addition to the register of members and register of substantial shareholders, companies must maintain a register of controllers. A “controller” is defined in the Companies Act to be an individual or company who has significant interest or control over the company.
An individual or company has “significant interest” in the company where he/it owns more than 25% of the company’s shares.
An individual or company has “significant control” when he/it:
- Holds the right to appoint or remove directors who hold a majority of the voting rights in board meetings;
- Holds more than 25% of the rights to vote on matters that are to be decided upon by a vote of the members of the company; or
- Exercises or has the right to exercise significant influence or control over the company.
For more information, please refer to our other article on setting up a register of controllers in Singapore.
Maintaining and updating the register of members and register of shareholders is an administrative function that can typically be outsourced to free up valuable man-hours for other business functions.
A company may therefore wish to engage a corporate services firm to provide assistance with making the necessary filings with ACRA, as well as maintaining and updating the registers.
If you require corporate services for this matter, please get in touch with us using this form.
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