Introduction to registrable controllers
Maintaining a register of controllers is part of the Companies Act requirement from 31 March 2017 onwards. It aims to help make the control and ownership of corporate entities more transparent.
Who is required to register for registrable controllers?
The following entities are required to register for registrable controllers in Singapore:
- All foreign companies which are registered in Singapore
- All limited liability partnership registered in Singapore unless exempted
The following entities are exempted from registering for registrable controllers in Singapore:
- A company that is a Singapore financial institution;
- A company that is wholly-owned by the Singapore Government;
- A company that is wholly-owned by a statutory body established by or under a public Act for a public purpose; and
- A wholly-owned subsidiary of any of the entities listed above.
- A Company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to:
- Requirements relating to adequate transparency in respect of its beneficial owners (imposed through stock exchange rules, law or other enforceable means).
When should you set up your register for registrable controllers by?
For existing companies, foreign companies and limited liability partnerships, you will be required to set it up in 60 days from 31 March 2017. The registration can be done by your company secretary.
For newly incorporated companies and registered limited liability partnerships, you will be required to set it up within 30 days from the incorporation or registration date of your company.
Who can be a “controller” of a company?
A controller of a company must fulfil at least one of the following criteria to be eligible:
- Holds 25% of the company shares (directly or indirectly)
- Holds 25% of voting rights in the company (directly or indirectly)
- Holds the right to share in more than 25% of the company’s profits or capital (directly or indirectly)
- Has the right to remove or appoint a director of the company (directly or indirectly)