Singapore – ACRA Updates To Guidance On Register Of Controllers And Register Of Nominee Directors.

 

6 November, 2017

 

 

On 18 September 2017, the Accounting and Corporate Regulatory Authority (ACRA) issued updated versions of the following Guidance, superseding the earlier 11 July 2017 versions:

 

• Guidance on Register of Controllers for Companies; 
• Guidance on Register of Controllers for Foreign Companies; and
• Guidance on Register of Controllers for Limited Liability Partnerships.

 

These Guidance outline the requirements on the register of controllers for (1) Singapore companies, (2) foreign companies registered in Singapore and (3) limited liability partnerships (LLPs) (collectively referred to as the “ACRA Guidance on Register of Controllers”).

 

ACRA also issued an updated version of the ACRA Guidance on Register of Nominee Directors for Companies, superseding the 11 July 2017 version, describing the requirements under the Companies Act pertaining to the register of nominee directors.

 

ACRA Guidance on Register of Controllers

 

Unless exempted, all companies incorporated under the Companies Act, all foreign companies registered under the Companies Act and all LLPs registered under the Limited Liability Partnerships Act (collectively, the “Corporate Entities” and each a “Corporate Entity”) are required to:

 

• Maintain a register of registrable controllers containing the particulars of the Corporate Entity’s registrable controllers; 
• Take reasonable steps to identify the registrable controllers of the Corporate Entity, including sending notices to any person whom the Corporate Entity knows or has reasonable grounds to believe is a registrable controller of the Corporate Entity, or has knowledge of someone who is a registrable controller or is likely to have that knowledge;
• Keep the particulars in its register of registrable controllers up-to-date by sending notices to registrable controllers whose particulars the Corporate Entity knows or has reasonable grounds to believe have changed or is inaccurate; and 
• Produce the register of registrable controllers and any related document to the Registrar, an officer of ACRA or a public agency, upon request. 

 

Paragraph 6.1 of the ACRA Guidance on Register of Controllers, which sets out the duty of a Corporate Entity to keep the particulars in its register of registrable controllers up-to-date and to correct any inaccuracies in the particulars, has been amended such that Corporate Entities are advised to review and update their registers annually by checking with every registrable controller whose particulars are contained in the register.

 

In addition, a Corporate Entity is required to send a notice to a registrable controller if the Corporate Entity knows or has reasonable grounds to believe a relevant change has occurred in the particulars of the registrable controller or the particulars of the registrable controller are incorrect. In this regard, a relevant change occurs if an individual or legal entity ceases to be a registrable controller in relation to the Corporate Entity or any other change occurs as a result of which the particulars of the registrable controller in the Corporate Entity’s register of registrable controllers and incorrect or incomplete. If the Corporate Entity knows for a fact that there are no relevant changes in the particulars of a registrable controller and the particulars are correct, the Corporate Entity need not send the notice.

 

Corporate Entities are also advised to document why they are satisfied that no relevant changes have occurred in the particulars of registrable controllers and that the particulars are correct, as supporting documents may be requested by public agencies upon inspection of the registers.

 

In addition, Paragraph 9.2 of the ACRA Guidance on Register of Controllers has been updated to provide examples of the supporting documents that must be furnished by the Corporate Entities when requested by the Registrar and public agencies.

 

These include:

 

• A copy of the registrable controller’s NRIC if he/she is a Singapore citizen or Singapore permanent resident; 
• A copy of the registrable controller’s passport and document verifying his residential address if he is a foreign individual;
• A copy of the registrable controller’s certificate of registration from the jurisdiction of incorporation if it is a foreign legal entity that is not registered in Singapore and document verifying its address if the registered office address is not shown on the certificate; and
• Records of information received from the registrable controllers that led to their particulars being inserted in the register of registrable controllers. Examples include replies by registrable controllers to notices that the Corporate Entity sent to them and correspondence from registrable controllers that they independently send to the Corporate Entity, such as emails and hard copy letters.

 

ACRA Guidance on Register of Nominee Directors for Companies

 

Separately, companies incorporated under the Companies Act are required to:

 

• Keep a register of its nominee directors containing the particulars of the nominators of the company’s nominee directors; and
• Produce the register of nominee directors and any related document to the Registrar, an officer of ACRA or a public agency, upon request. 
• Paragraph 5.2 of the ACRA Guidance on Register of Nominee Directors for Companies has been updated to provide examples of the supporting documents that must be furnished by companies when requested by the Registrar and public agencies. These examples are similar to those under paragraph 9.2 of the ACRA Guidance on Register of Controllers, as discussed above. 

 

References

 

The ACRA Guidance on Register of Controllers and ACRA Guidance on Register of Nominee Directors for Companies can be accessed on the ACRA website.

 

 

For further information, please contact:

 

Gan Cheng Kai, Duane Morris & Selvam

info@duanemorrisselvam.com