How to Set Up a Register of Controllers

In order to increase the transparency of company ownership and control structures, the Singapore Companies Act (CA) has been amended to require all companies incorporated in Singapore (unless exempted) to maintain a Register of Controllers from 31 March 2017 onwards.

Companies in breach of their duties in relation to the Register of Controllers – as well as any company officer in default – can each be fined up to $5,000. It’s therefore important to get things right!

But fear not – creating and maintaining a Register of Controllers need not be difficult. This comprehensive guide will show you how.

If you need help with the Register of Nominee Directors instead, check out our article on setting up a Register of Nominee Directors.

(Already know how to set up a Register of Controllers and just need templates to get started? Skip to the bottom of this article!)

Table of Contents

1. Scope of article
2. The Register of Controllers
   1. Who is a “controller”?
   2. “Significant interest” and “significant control”
   3. Exempted controllers
   4. Which particulars have to be recorded in the Register of Controllers?
   5. Where is the Register of Controllers to be kept?
   6. Must the Register of Controllers be in hard or soft copy?
   7. Deadline to create the Register of Controllers
3. Requirements to take reasonable steps to identify and obtain information on controllers
   1. Notice for Controllers
   2. Notice for Persons Who May Know Controllers
4. Keying controllers’ particulars into the Register of Controllers
   1. If you get replies to your Notice
   2. If you don’t get any replies to your Notice
   3. If your company has no registrable controllers
5. Lodging of Register of Controllers information with ACRA
6. Keeping the Register of Controllers up-to-date and accurate
   1. Notice for Change in Particulars
   2. Notice for Incorrect Particulars
7. Inspection of the Register of Controllers
8. Companies exempted from maintaining a Register of Controllers
9. Register of Controllers templates to get you started

Scope of Article

This article aims to provide guidance to small business owners who:

• Have incorporated a company in Singapore; and
• Will be creating and maintaining their companies’ Register of Controllers in their capacity as company secretary (instead of engaging a registered filing agent to handle things for them).

This article also assumes that identifying the controllers of your company will be straightforward. It therefore won’t provide detailed guidance on thornier scenarios such as where your company is majority-owned by another company listed on a foreign stock exchange.

If you are unsure of how to create or maintain your company’s Register of Controllers, you may wish to engage a corporate secretarial firm.

The Register of Controllers

The Register of Controllers is a register of the registrable controllers of the company. It is a must-have for all companies (unless exempted) from 31 March 2017 onwards.

The Singapore Accounting and Corporate Regulatory Authority (ACRA) and other public agencies is empowered to require any company to produce its Register of Controllers for inspection and/or examination, so it is important that your company’s Register of Controllers is set up accurately and also in a timely manner.

Who is a “controller”?

A controller is an entity that has either “significant interest” in, or “significant control” over, the company. This controller can be either an individual (i.e. a human being), or a legal entity (e.g. another company).

According to the CA, an entity has a “significant interest” in a company with a share capital if it:

1. Has an interest in more than 25% of the shares in the company; or
2. Has an interest in one or more voting shares in the company, and the total number of votes attached to that share(s) is more than 25% of the voting power in the company.

Shareholders who hold more than 25% of the shares in a company are considered to have a “significant interest” in that company. They are therefore controllers of the company.

(In the situation that your company does not have a share capital, an entity will have a “significant interest” in your company if it holds, whether directly or indirectly, a right to share in more than 25% of the company’s capital or profits.)

On the other hand, an entity has a “significant control” in a company if it:

1. Directly/indirectly holds the right to appoint or remove the directors who hold a majority of the voting rights at directors’ meetings on all (or substantially all) matters;
2. Directly/indirectly holds more than 25% of the rights to vote on matters which are to be decided through a vote of that company’s members; or
3. Has the right to exercise, or actually exercises, significant influence or control over the company.

Company directors are usually controllers because they generally have “significant control” over their companies.

(If a company director does not have “significant control” over the company, he may instead be a nominee director, who will be registered in the Register of Nominee Directors instead.)

Exempted controllers

Generally, all company controllers are registrable in their respective companies’ Registers of Controllers. This is unless a controller fulfils the following 3 requirements:

1. Their significant interest or significant control in a company is only through another controller(s) of the same company;
2. They are the controller of this other controller(s); and
3. This other controller(s) is required to keep its own Register of Controllers, or is exempted from keeping a Register of Controllers.

Which particulars have to be recorded in the Register of Controllers?

If the registrable controller is an individual, the following of his or her particulars will have to be recorded in the Register of Controllers:

1. Full name;
2. Aliases, if any;
3. Residential address;
4. Nationality;
5. Identity card number/Passport number;
6. Date of birth;
7. Date on which the registrable individual controller became an individual controller of the company; and
8. Date on which the registrable individual controller ceased to be an individual controller of the company, if applicable.

If however the registrable controller is a legal entity, the following particulars are required:

1. Name;
2. Unique entity number issued by the Registrar, if any;
3. Address of registered office;
4. Legal form of registrable corporate controller;
5. Jurisdiction where, and statute under which, the registrable corporate controller is formed or incorporated;
6. Name of the corporate entity register of the jurisdiction in which the registrable corporate controller is formed or incorporated, if applicable;
7. Identification number or registration number of the registrable corporate controller on the corporate entity register of the jurisdiction where the registrable corporate controller is formed or incorporated, if applicable;
8. Date on which the registrable corporate controller became a corporate controller of the company; and
9. Date on which the registrable corporate controller ceased to be a corporate controller of the company, if applicable.

The CA requires the Register of Controllers to be prepared according to a certain format. You can purchase a template for Register of Controllers that we’ve prepared according to the requirements at the bottom of this article.

If you are unsure of certain particulars, such as the identification card number of a controller, make a note in the Register of Controllers that the controller has not confirmed these particulars.

However, that’s not the end of the story as companies are legally required to take “reasonable steps” to obtain these particulars. More on this below.

Where is the Register of Controllers to be kept?

The Register of Controllers is to be kept at your company’s registered office.

Must the Register of Controllers be in hard or soft copy?

The Register of Controllers can be kept in either hard or soft copy.

For example, you could create the register electronically (using e.g. either Microsoft Word or Excel), and then keep a hard copy printout of it for filing purposes.

Deadline to create the Register of Controllers

If your company was incorporated on or after 31 March 2017, your company’s Register of Controllers must be created not later than 30 days after the date of the company’s incorporation.

If however your company was incorporated before 31 March 2017, its Register of Controllers must be created not later than 60 days after 31 March 2017, i.e. 30 May 2017.

Requirement to Take Reasonable Steps to Identify and Obtain Information on Controllers

Companies are required to take “reasonable steps” to identify and obtain information on their registrable controllers.

The “reasonable steps” requirement is to be fulfilled by the sending of Notices. There are 2 types of Notices to be sent out:

1. Notice for Controllers; and
2. Notice for Persons Who May Know Controllers.

These Notices are to be sent within 2 business days after the date on which the company first knows the existence of, or first has reason to believe that there exists, a person to whom either Notice must be sent.

In addition, ACRA is of the view that the Notices must “minimally” be sent out to each company member and director annually. However, you can choose not to send the Notices to certain members and/or directors if you are confident that they are not registrable controllers, and also do not know (or are not likely to know) the identities of the company’s registrable controllers.

The Notices don’t have to be signed by a company director or secretary before being sent out.

They can also be sent in either hard copy or electronic format. Registered mail is optional.

However, ACRA requires the Notices to follow a certain format and wording. You can obtain templates of these Notices at the bottom of this article upon your purchase of a Register of Controllers template.

Please note that the Notices don’t explain the important concepts required to complete them, such as meanings of “controller”, “registrable”, “significant interest” and “significant control”. You should therefore send the Notices together with some explanatory notes on the meanings of these concepts. (Sharing this article works!)

The contents of these Notices will now be individually explained in more detail:

Notice for Controllers

The Notice for Controllers is to be sent to persons whom you know, or have reasonable grounds to believe, are registrable controllers of your company.

The Notice for Controllers must require the addressee to:

1. To state whether he/she is or is not a registrable controller of the company;
2. To state whether he/she knows, or has reasonable grounds to believe, that any other person is a registrable controller of the company, or is likely to have that knowledge, and to give the particulars of that other person that are within his/her knowledge; and
3. To provide any other information as may be required.

Notice for Persons Who May Know Controllers

The Notice for Persons Who May Know Controllers is to be sent to persons whom you know, or whom you have reasonable grounds to believe so, that they know or are likely to know the identities of your company’s registrable controllers.

The Notice for Persons Who May Know Controllers must require the addressee to:

1. To state whether he/she knows or has reasonable grounds to believe that any other person is a registrable controller of the company, or is likely to have that knowledge;
2. To give the particulars of that person(s) that are within his/her knowledge; and
3. To provide any other information as may be required.

Keying Controllers’ Particulars Into the Register of Controllers

While waiting for replies to the Notices you’ve sent out, you can start keying the particulars of the persons whom are likely to be registrable controllers of your company into the Register of Controllers first. Checking your company’s ACRA Business Profile for such information is a good start.

As mentioned, you can grab a template Register of Controllers here.

If you don’t know certain of a registrable controller’s particulars, make a note in the Register of Controllers that the particulars of that controller have not been confirmed by the controller yet. This must be done within 2 business days after the end of 30 days after the date on which the Notice has been sent to the controller.

If you get replies to your Notices

Once you get replies to your Notices, check them out to see whether the addressees of the Notices have declared themselves as registrable controllers of the company.

If the answer is “No”, make sure that that addressee’s particulars are omitted from the Register of Controllers.

If however the answer is “Yes”, update the Register of Controllers with the particulars provided by the addressee, correcting any inaccurate information as necessary.

Any updates to the the Register of Controllers are to be made within 2 business days of receiving each reply to your Notice.

If you don’t get any replies to your Notices

If a person whom you know is definitely a registrable controller of your company doesn’t reply to your Notice, don’t worry.

So long as you’ve keyed the particulars of that registrable controller which you already know into the Register of Controllers, together with a note that the particulars have not been confirmed by the controller, you’ll already have fulfilled your duty under the law. You’re not obliged to chase the registrable controller for a response.

(That said, you may want to nudge controllers to provide their particulars, as a courtesy to them. This is because controllers are under a legal duty to provide the information required of them, and any changes to such information. Those who fail to comply can be fined up to $5,000.)

If your company has no registrable controllers

If you are sure that your company does not have any registrable controllers, key the following statement into your Register of Controllers:

“As of [date], the company knows or has reasonable cause to believe that there are no registrable controllers in relation to the company.”

Lodging of Register of Controllers Information With ACRA

All companies that are required to maintain a Register of Controllers must also lodge the information in this register with ACRA.

To do so, go to the BizFile+ website > eServices > Others. Then, click on the “Update Register of Registrable Controller ” transaction. There is no fee for this transaction.

Whenever companies add new particulars to their Register of Controllers or update existing ones, they must also lodge such changes with ACRA within 2 business days of the addition or update.

Keeping the Register of Controllers Up to Date and Accurate

Companies are required to keep the information in the Register of Controllers up-to-date and accurate.

To do so, ACRA advises companies to review and update their Register of Controllers annually. This can be done by checking with each registrable controller, whose particulars are contained in the Register of Controllers:

• Whether there has been a relevant change to any of their particulars; and
• Whether any of the particulars are incorrect.

If the particulars in the Register of Controllers are still up-to-date and accurate, you should keep records to support your reasons for believing so in case public agencies ask for them when inspecting your register.

If however the reply from a registrable controller is such that you know or have reasonable grounds to believe that there has been a relevant change to his particulars, or that any of his particulars are incorrect, you will then have to send either a Notice for Change in Particulars (for the former situation), or a Notice for Incorrect Particulars (for the latter situation). This is unless the registrable controller has already provided updated and accurate information on the change(s) to his particulars.

The Notices don’t have to be signed by a company director or secretary before being sent out.

They can also be sent in either hard copy or electronic format. Registered mail is optional.

Just like the Notices for Controllers and Persons Who May Know Controllers, the Notices for Change in Particulars and Incorrect Particulars have to follow a certain format and wording. These Notices can also be obtained at the bottom of this article upon your purchase of a Register of Controllers template.

And again, note that the Notices don’t explain the important concepts required to complete them, such as meanings of “relevant change”. You should therefore prepare some explanatory notes to be sent together with the Notices. (As mentioned, sharing this article also works!)

If there are changes to a registrable controller’s particulars, these changes also have to be lodged with ACRA via BizFile+, using the same “Update Register of Registrable Controller” transaction.

The contents of these Notices will now be individually explained in more detail:

Notice for Change in Particulars

The Notice for Change in Particulars is to be sent to registrable controllers whose particulars you know, or have reasonable grounds to believe, have undergone a “relevant change” since being stated in the Register of Controllers.

There will have been a “relevant change” to a registrable controller’s particulars if:

1. The registrable controller has ceased to be a registrable controller of the company; or
2. The change has caused the particulars of the registrable controller stated in the Register of Controllers to be incorrect or incomplete.

The Notice for Change in Particulars must require the addressee to:

1. Confirm whether or not the change has occurred; and
2. If the change has occurred, the addressee is to provide the date of the change and the particulars of the change.

The Notice is to be sent within 2 business days after the date on which the company first knows, or has reason to believe, that a relevant change has occurred to a registrable controller’s particulars. This is unless a registrable controller has already informed the company of the change in their particulars, and such information is accurate.

Finally, ACRA recommends updating the Register of Controllers within 2 business days of receiving a reply from an addressee who confirms a change in particulars, and provides the details of such change.

Notice for Incorrect Particulars

The Notice for Incorrect Particulars is to be sent to registrable controllers whose particulars you know, or have reasonable grounds to believe, have been incorrectly stated in the Register of Controllers.

This may occur when you receive information from credible sources (e.g. newspaper articles) that certain of a registrable controller’s particulars may not be as what you have recorded.

The Notice for Incorrect Particulars must require the addressee to:

1. Confirm whether the particulars are correct; and
2. If the particulars are incorrect, the addressee is to provide the correct particulars.

ACRA recommends updating the Register of Controllers within 2 business days of receiving a reply from an addressee who confirms that his particulars are incorrect, and provides the correct particulars.

Inspection of the Register of Controllers

The Register of Controllers is not to be disclosed or made available for inspection by any member of the public. Companies (as well as any company officer) in default may be slapped with a fine of up to $5,000.

However, the Register of Controllers, the information contained in it, and any documents relating to them/the keeping of them must be made available to certain public agencies (and their officers). These include:

• ACRA
• Singapore Police Force
• Commercial Affairs Department
• Corrupt Practices Investigation Bureau
• Inland Revenue Authority of Singapore

Officers from these public agencies are allowed to inspect, examine and make copies of the Register of Controllers and its supporting documents.

Examples of supporting documents which officers from public agencies may request for include:

• For registrable controllers who are Singapore citizens or Singapore permanent residents: a copy of their NRIC.
• For registrable controllers who are foreign individuals: a copy of their passport, and document verifying their residential address (e.g. a utility bill).
• For registrable controllers who are foreign legal entities not registered in Singapore: a copy of the certificate of registration from the controller’s jurisdiction of incorporation. If the certificate does not show the controller’s registered office address, a document to verify the controller’s registered office address will also be required (e.g. a utility bill).
• Documentary proof of the particulars entered into the Register of Controllers, as sent by their corresponding registrable controllers. Such proof can include replies to notices, and other correspondence from the registrable controllers.

Companies Exempted From Maintaining a Register of Controllers

Not all companies are required to maintain a Register of Controllers. The following companies are exempted:

1. Public companies which shares are listed for quotation on an approved stock exchange in Singapore, and the wholly-owned subsidiaries of such companies
2. Singapore financial institutions, and the wholly-owned subsidiaries of such companies
3. Companies wholly-owned by the Singapore Government, and the wholly-owned subsidiaries of such companies
4. Companies wholly-owned by statutory bodies established by or under a public Act for a public purpose, and the wholly-owned subsidiaries or such companies
5. Companies which have their shares listed on foreign stock exchanges and which are subject to regulatory disclosure requirements and requirements relating to adequate transparency in respect of their beneficial owners, as imposed through enforceable means (e.g. stock exchange rules, and law).

Register of Controllers Templates to Get You Started

There are quite a few documents to be prepared when fulfilling your legal duty to create and maintain your company’s Register of Controllers.

Also, these documents cannot be created in any way you like. They must be in the form prescribed by the CA.

To save you the hassle of creating these documents from scratch, we’ve done the groundwork for you. The following are templates you’ll get instant access to upon your purchase:

• Register of Controllers
• Notice for Controllers
• Notice for Persons Who May Know Controllers
• Notice for Change in Particulars
• Notice for Incorrect Particulars

Need a template for a Register of Controllers? You can get one here.

Buy Now at $39

After setting up your company’s Register of Controllers, it’s then just a matter of keeping it up-to-date.

Also, don’t forget to create a Register of Nominee Directors. Companies are also required to maintain one from 31 March 2017 onwards. You can check out our guide on setting up the Register of Nominee Directors here.

Need help customising a Register of Controllers? Check out our competitive rates for corporate secretarial services.