The Register of Controllers. A mandatory requirement for companies.

The Register of Controllers is a mandatory register for all companies. It lists all registrable controllers of the company. This requirement was made mandatory from 31st March 2017 onwards.
These registers are to be kept at the company’s registered office or at the office of the corporate secretary. They can be in hard or soft copy. For newly incorporated companies, the Register of Controllers must be created not later than 30 days after the date of the company’s incorporation. For companies incorporated before 31st March 2017, the Register of Controllers must be created no later than 60 days after 31st March 2017.

Let us first understand what a controller of the company is.
A controller of the company is a person or entity that has either significant interest or significant control over the company.

Significant interest can be defined as:

Having an interest in more than 25 per cent of the shares of the company
Having an interest in one or more voting shares in the company and that constitutes to more than 25 per cent of the voting power of the company
For companies with no share capital, having a right to share in more than 25 per cent of the company’s capital or profits

Significant control can be defined as:

having direct or indirect right to appoint and remove directors who hold a majority of the voting rights at directors’ meetings
directly or indirectly holding more than 25 per cent of the voting rights
has the right to exercise significant influence or control over the company

Companies are required to take reasonable steps to identify and collect information on their registrable controllers. The reasonable steps are fulfilled by sending out the following notices:

The Notice for Controllers
The Notice for Persons who may know Controllers

These notices are to be sent within two business days after the date on which the company first knows the existence of a person who the company has reason to believe is a controller or knows a controller. The notices can be sent via hard or soft copy and registered mail is optional.

The Notice for Controllers must require the addressee to

state whether he or she is a registrable controller of the company
state whether he or she knows any other person to be a registrable controller of the company and to provide you with the particulars of that individual
provide any other required information

The Notice for Persons who may know Controllers must require the addressee to

state whether he or she knows any other person to be a registrable controller of the company and to provide you with the particulars of that individual
provide any other required information

A company director will be listed as a controller of the company as they have the right to exercise significant influence or control over the company. If the director is a nominee director, he or she will be listed in the Register of Nominee Directors instead as he or she does not have the same influence or control as a regular director.

Particulars required for an individual

Full name and aliases, if any
Residential address
Nationality
Identity card number or passport number
Date of birth
Date on which the individual became a controller of the company
Date on which the individual ceased to be a controller of the company

Particulars required for an entity

Full name of the entity
Unique Entity Number (UEN) or equivalent
Registered address
Legal form
Jurisdiction and statute where the entity was formed and incorporated
Date on which the entity became a controller of the company
Date on which the entity ceased to be a controller of the company

Updating the particulars of controllers into the Register of Controllers
You should update the particulars of the persons who are likely to be controllers into the Register of Controllers while waiting for the replies. If you have yet to obtain a reply, just make a note in the register that the particulars of that controller have yet to be confirmed by the controller. This must be done within 2 business days after the end of 30 days after the date on which the Notice for Controllers or The Notice for Persons who may know Controllers has been sent out.
Once you receive replies, you are to update the registered within 2 business days. If you do not receive replies to your notices, so long as you have keyed the particulars of the registrable controllers into the Register of Controllers, all you need to do is to insert a note that the particulars have not been confirmed by the controller. By sending out the notices, you will have fulfilled your duty under the law.

Companies are required to keep the information in the Register of Controllers up-to-date and accurate. Thus ACRA advises that companies review and update their Register of Controllers annually. This can be done by checking with each registrable controller whether

there has been a change to any of their particulars
all particulars are accurate

For the first instance, if there is a change, you are required to send a Notice for Change in Particulars. For the second instance, if there is an inaccuracy, you are required to send a Notice for Incorrect Particulars.

The Register of Controllers is not to be disclosed or made available for inspection by any member of the public. In default, the company and the company officer may be liable of a fine of up to $5,000.
However, the Register of Controllers must be made available to these public agencies:

The Accounting and Regulatory Authority of Singapore (ACRA0
The Singapore Police Force (SPF)
The Commercial Affairs Department (CAD)
The Corrupt Practices Investigation Bureau (CPIB)
The Inland Revenue Authority of Singapore (IRAS)

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

Maintaining a proper Register of Controllers is a mandatory requirement for all Singapore companies unless exempted. If you are unsure of how to maintain a property Register of Controllers and would need assistance in maintaining your registers, you can look for an ACRA Registered Filing Agent.

When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.

Yours Sincerely,
The editorial team at Singapore Secretary Services

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