Important Changes to the Singapore Companies Act and Limited Liability Partnerships Act

Background

Companies (Amendment) Bill 2017 and Limited Liability Partnerships (Amendment) Bill 2017 were passed in Parliament on 10th March 2017 to make ownership and control of business entities in Singapore more transparent and to bring Singapore in line with international standards, and boost Singapore’s on-going efforts to maintain a strong reputation as a trusted and clean financial hub.

Key Changes

Aim of making ownership and control of business entities in Singapore more transparent

• Companies and LLPs incorporated / registered in Singapore are to maintain non-public registers of controllers, which must be made available to regulators upon request
• Foreign companies registered in Singapore are to maintain registers of controllers and public register of shareholders
• Nominee directors are to disclose their nominee status and nominators to their companies, who will need to maintain a non-public register of nominee directors
• Registers may be maintained at the Registered Office of the business entity or with their Registered Filing Agent (RFA)

Implementation Dates

• Existing companies and LLPs will be given a transitional period of 60 days from date of commencement of new law (31 March 2017) to set up the register of controllers and nominee directors, after which they must have and continue to maintain the required registers
• Companies incorporated on or after 31 March 2017 and LLPs registered on or after 31 March 2017 will have a transitional period of 30 days to register

For more information please refer to the links below:

• ACRA – Register of Registrable Controllers
• ACRA – Registers of Nominee Directors

Defining Controllers:

A Controller is a person fulfilling at least one of the below conditions:

1. Directly/Indirectly holding more than 25% of the company shares
2. Directly/Indirectly holding more than 25% of the voting rights
3. Directly/Indirectly has a right to share 25% of the company’s Capital or Profits
4. Directly/Indirectly holds the right to appoint or remove the director(s) of the company
5. Has a right to exercise significant influence or control

Note:
Any other person can also be a Controller if they satisfy ANY of the points 3, 4 or 5 mentioned above.

Read more: Changes to the Companies Act 2015
»

---