Register of Registrable Controllers

Introduction

The Companies Act (Cap. 50) (“Companies Act”) has been amended to introduce registers of registrable controllers of companies under the new Part XIA which came into effect on 31 March 2017. These amendments are accompanied by a new set of subsidiary legislation – the Companies (Register of Controllers and Nominee Directors) Regulations 2017 (the “Regulations”) which also took effect on 31 March 2017. This Guidance is issued by the Accounting and Corporate Regulatory Authority (“ACRA”) to help companies understand and comply with the requirements pertaining to the register of registrable controllers. This Guidance is not intended to be exhaustive and does not constitute legal advice. Companies may wish to seek legal advice when in doubt.

WHO IS A REGISTRABLE CONTROLLER OF A COMPANY?

Registrable controller “Registrable” controllers of a company are required to be registered in the company’s register of registrable controllers.
A controller (A) of a company (X) is registrable, unless:
(a) A’s significant interest in or significant control over X is only through one or more controllers (B) of X;
(b) A is a controller of B (or each B if more than one); and
(c) B (or each B if more than one) is either –
i. a company or foreign company which is required to keep a register of registrable controllers under the Companies Act;
ii. a company or foreign company that is exempted from the requirement to keep a register of registrable controllers under the Fourteenth and Fifteenth Schedules to the Companies Act respectively;
iii. a corporation which shares are listed for quotation on an approved exchange under the Securities and Futures Act;
iv. a limited liability partnership which is required to keep a register of registrable controllers of limited liability partnerships under the Limited Liability Partnerships Act;
v. a limited liability partnership that is exempted from the requirement to keep a register of registrable controllers of limited liability partnerships under the Sixth Schedule to the Limited Liability Partnerships Act; or
vi. a trustee of an express trust to which Part VII of the Trustees Act applies.

The criteria in (a), (b) and (c) must be fulfilled before a controller may be considered as not registrable with respect to a company. The requirement that controllers of a company must be “registrable” before their particulars are captured in the register of registrable controllers of that company helps avoid duplicative reporting.

Who can be a “Controller” of a Company?

A Controller is defined as an individual or a legal entity that has a “significant interest” in or “significant control” over the company.

Controller based on Significant Interest

A controller who has the significant interest in a company may include any of the following:

Companies with Share Capital

Companies without Share Capital

An individual who has:

· Interest in more than 25% of the shares

· Shares with more than 25% of total voting power in the company

An individual who has :

· Right to share in more than 25% of the capital or profits of the company

Controller based on significant control

A controller who has significant control over a company is a person who:
• holds the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings;
• holds more than 25% of the rights to vote on matters that are to be decided upon by a vote of the members of the company; or
• exercises or has the right to exercise significant influence or control over the company.
registrable controllers of the company.