ACRA revises Guidance relating to requirements on register of registrable controllers and register of nominee directors

29 May 2019

On 22 May 2019, the Accounting and Corporate Regulatory Authority (“ACRA”) revised the following ACRA Guidance relating to requirements on register of controllers for companies, foreign companies and limited liability partnerships (“LLPs”) (collectively, “ACRA Guidance on Register of Controllers”).

  • Guidance on Register of Controllers for Companies 
  • Guidance on Register of Controllers for Foreign Companies 
  • Guidance on Register of Controllers for LLPs

The revised ACRA Guidance on Register of Controllers dated 22 May 2019 (Version 1.5) supersedes the earlier Version 1.4 dated 7 September 2018.

In addition, the ACRA Guidance on Register of Nominee Directors for Companies has also been revised to Version 1.4 dated 22 May 2019 and supersedes the earlier Version 1.3 dated 18 September 2017. 

ACRA Guidance on Register of Controllers

By way of background, unless exempted, all companies incorporated under the Companies Act, foreign companies registered under the Companies Act (“foreign companies”) and LLPs registered under the Limited Liability Partnerships Act (“LLP Act”) are required to:

  • maintain a register of registrable controllers containing the particulars of their registrable controllers; 
  • take reasonable steps to identify their registrable controllers, including sending notices to any person, whom the companies, foreign companies or LLPs know or have reasonable grounds to believe is a registrable controller of the companies, foreign companies or LLPs, or who has knowledge of someone who is a registrable controller or is likely to have that knowledge; 
  • keep the particulars in their register of registrable controllers up-to-date by sending notices to registrable controllers whose particulars the companies, foreign companies or LLPs know or have reasonable grounds to believe have changed or are inaccurate; and
  • produce the register of registrable controllers, the information contained in the register and any document relating to the register and the keeping of the register (“supporting document”) to the Registrar of Companies (“Registrar”) or Registrar of Limited Liability Partnerships (as the case may be), an officer of ACRA or a public agency, upon request.

The ACRA Guidance on Register of Controllers is issued by ACRA to help companies, foreign companies and LLPs understand and comply with these requirements set out in Part XIA of the Companies Act and Part VIA of the LLP Act, respectively, which came into force on 31 March 2017. 

ACRA Guidance on Register of Nominee Directors for Companies

With effect from 31 March 2017, 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 supporting document to the Registrar, an officer of ACRA or a public agency, upon request.

Directors are required to inform their respective companies of the fact that they are nominee directors and provide the prescribed particulars of their nominators to their companies within the applicable timelines. 

The ACRA Guidance on Register of Nominee Directors is issued by ACRA to help companies understand and comply with the requirements in the Companies Act pertaining to keeping the register of nominee directors.

Key amendments to ACRA Guidance effective 22 May 2019

Paragraph 3.2 of the ACRA Guidance on Register of Controllers and paragraph 4.2 of the ACRA Guidance on Register of Nominee Directors which deal with the location of the register to be kept by a company, foreign company or LLP have been updated to provide that:

  • if a company, foreign company or LLP appoints a registered filing agent (“RFA”) to help it keep its register of registrable controllers, and the RFA subsequently resigns, the RFA should hand over the register to the company, foreign company or LLP, who may appoint another RFA for the purpose of keeping the register; 
  • if a company appoints a RFA to help the company keep its register of nominee directors and the RFA subsequently resigns, the RFA should hand over the register to the company, who may appoint another RFA for the purpose of keeping the register.

Reference materials 

The following are available on the ACRA website www.acra.gov.sg:

 

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