From April 2020, ACRA needs you to submit your Register for Registrable Controllers. Here is all you need to know about it.

  

ACRA has a new regulation coming up - from April 2020, all Singapore based companies have to submit their Register for Registrable Controllers. While you can leave it to your CA or company secretary, it is good to know the regulatory details of your business.     

  What is the Register for Registrable Controllers?  

  It is a document that contains the details of all Controllers and Beneficial Owners of a company. Information such as their names, ID and citizenship details and places of registration for entities is included in the Register for Registrable Controllers. This is a mandatory filing requirement for all local and foreign companies as well as Limited Liability Partnerships.   

  What is the change?  

  Until now, companies were expected to keep this list internally, which could be checked on-demand by ACRA. Now it is compulsory to submit the Register to ACRA electronically and keep it updated.  

  In 2016, in order to prevent money laundering and financial terrorism, ACRA brought out a new law requiring companies to maintain the Register to identify the source of the money/controllers of businesses. However, the internal lists were rarely checked, and non-compliance resulted in ongoing illegalities. The new rule ensures 100% compliance from all companies.   

  Details of Information that goes into the Register   

  The core focus of the Register is to identify the Controllers of a company. A Controller is a person or a legal entity that has a “significant interest” or “significant control” over a company.   

  Controller with "significant interest" is a person or company that owns over 25% of the shares and voting power of the company and is entitled to over 25% of the profits without capital share.  

  Controller with "significant control" is a person or a company that has substantial influence over the company, can appoint or remove directors with a majority of voting rights, and owns over 25% of the voting rights.  

  Who has to submit the Register for Registrable Controllers? Are there any exemptions? 

 If you are a company operating in Singapore, then you have to maintain and submit the Register. All locally incorporated companies, foreign companies, and Limited Liability Partnerships (LLPs), including dormant companies and businesses going through winding up, striking off, receivership, or judicial management, are required to submit the information 

  As soon as the company is incorporated, it has 30 days to put together the information for the Register. In case of any changes, The CS or the owner has to get the latest information from the Controllers and update the Register within 2 business days. The information in the Register will not be made public, but ACRA and other government agencies reserve the right to access it while pursuing legal or criminal cases.  

  Common exemptions are companies who have already made this information available, such as: 

· companies and LLPs listed on approved exchanges in Singapore or abroad 

· Financial institutions

 · Government-owned companies and LLPs 

· LLPs where all partners are exempted

 · All subsidiaries of the exempted companies  

  What happens if you don’t have information regarding your Controllers?  

   As per Singaporean Companies Act, you must take all reasonable steps to identify the Controllers of your company and get their details. This includes sending notices to:

 - any person who is a known Controller; or is likely to be a Controller or

  - anyone who might know about a Controller or is likely to know.  

 If any details are missing in your Register, you, the owner, or your company secretary is supposed to sent ACRA approved notices to all directors and company members every year.  

  Whoever receives the notices is obligated to send the required information on Controllers (if they have any) to you.  

  Once you send the notices, you have to wait 30 days for a response. After that, you have 2 days to update your Register. In case you don't get an answer or find any relevant information, you can add the name and details of the addressee with a note saying they didn't reply. It is best to keep a record of all the notices to prove that the company tried to find the Controllers's data.   

How to submit the Register for Registrable Controllers?

  Current information from ACRA states that you have to upload the data via BizFile+. The deadline for submissions is April 12, 2020. ACRA still hasn’t released all the information. So do keep in touch with your Company Secretary for all details and keep your internal Register updated.    

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