Is Your Register For Registrable Controllers Updated? Find Out Now Because You Will Need To Submit I

ACRA requires all Singapore companies to submit their Register for Registrable Controllers online from April 2020. Until now, companies had to maintain and update the list internally.

The Register was introduced in 2017 by ACRA on the recommendation of Financial Action Task Force (FATF), an inter-governmental body established to fight money laundering, terrorist financing and other related threats to the integrity of the international financial system.

The regulation required businesses to keep a record of all the Controllers i.e., people or companies that own or control the end money. This was in the form of the Register for Registrable Controllers, which had to be kept internally and produced when requested by ACRA. Naturally, there were steep fines (S$5,000) for noncompliance, but the Register was rarely checked.

The new online submission of the record is an attempt to tighten the rule and ensure compliance by all companies.

WHAT IS THE INFORMATION THAT NEEDS TO BE SUBMITTED?

The internal Register now needs to be submitted officially. All businesses (i.e., All Singapore companies, foreign companies, and Limited Liability Partnerships (LLPs), including dormant firms and companies going through winding up, striking off, receivership, or judicial management) are required to create a Register for Registrable Controllers within 30 days of incorporation. So technically, most companies should already have the information.

a) Who is the Registrable Controller in a company?

The information required is data identifying all the Controllers and Beneficial Owners of the company. A Controller is a person or a legal entity that has significant interest" or "significant control" over your company.

(A Controller with significant interest is a person or an entity that owns over 25% of your company shares, has more than 25% of the total voting power, and claims over 25% of the capital or profits without share capital.

A Controller with significant control is a person or an entity who exercises considerable influence over the company, can appoint or remove directors, and has over 25% of the voting rights).

b) What type of data about the Controllers must be added to the Register?

As the main aim of the Register is to identify the Controllers, the information is mostly related to their identity and association with the company. For a person the information required is:

• Full name along with any aliases
• Residential address
• Nationality
• ID or passport number
• Date of birth
• Date of becoming a Controller of the company and the date of ceasing to be a Controller, if applicable

For a business entity, you will need to furnish the following information -

• Name and any unique entity number, if applicable
• Registered office address
• The country where the company was registered, the law under which it was registered and the name of the authority that registered it
• ID given to the company by the registering authority
• Date of becoming a Controller of the company
• Date of ceasing to be a Controller, if applicable

c) What if you don’t have all the information?

As per ACRA rules, all business owners must take reasonable steps to identify all Controllers and get the required information from them. For this, you have to send notices (in the format given by ACRA) to anyone who

• is known to the Controller of your company
• is likely to be a Controller
• might know of a Controller

If you Register is incomplete, then you or your Company Secretary is required to send this notice to all the directors and company members every year. As this is a legal document, the people who receive these notices are required to cooperate.

If you don’t get any reply to your notices or don’t find any information, then you need to add this information in your Register as a note stating the names and addresses of the likely Controllers you sent notices to and their lack of response.

d) Will the information submitted in the Register be made public?

No, the information will not be put in the public domain. However, ACRA or other government agencies can access it to check the information or to enforce the law.

HOW TO SUBMIT THE REGISTER?

It is a completely online process, and you are required to submit and upload the data via BizFile+. The deadline for the same is April 12, 2020. ACRA is likely to release further information as we come closer to the date of submission, so do keep an eye on notifications from them. Meanwhile, make sure your Register of Registrable Controllers is up-to-date. In case any information is missing, you should start the process of sending notices now.

ARE THERE ANY EXEMPTIONS?

As almost all Singapore companies fall under the law, the exempt companies are the ones, which have already provided this data, such as:

• Public companies and LLPs listed on approved exchanges in Singapore and abroad
• Financial institutions
• Government-owned companies and LLPs
• LLPs where all partners are exempted
• Subsidiaries of the exempted companies

Our recommendation

The Singapore Government is cracking down afresh on financial irregularities, so our advice would be to get in touch with your Corporate secretary today and ensure everything is in order. You still have plenty of time to update and fill any missing information – so use it well.

For more information visit our Osome Blog https://osome.com/sg/blog/register-for-registrable-controllers-2020-rules/

The author is a professional company secretary with more than 10 years of experience.