}

29 July 2021

On 12 July 2021, the Accounting and Corporate Regulatory Authority (“ACRA”) issued revised versions of the ACRA Guidance on the registers of registrable controllers for companies, foreign companies and limited liability partnerships (“LLPs”), and on the registers of nominee directors for companies.

Key amendments

Key amendments to the Guidance are set out below.

Registers of Registrable Controllers: Guidance for Companies (version 1.6)

  • Paragraph 2.1 amended to (a) clarify that “Public Act” refers to a public Act passed by the Parliament of Singapore and not a legislation passed by a foreign government; and (b) provide more details on the reference to section 5B of the Companies Act. 
  • Paragraph 5.2 amended to clarify two particulars of registrable corporate controllers, namely (a) legal form of the registrable corporate controller; and (b) statute under which the registrable corporate controller is formed or incorporated.
  • Paragraph 7.1(c) updated to include variable capital companies (“VCCs”).
  • Paragraph 7.2 amended to address some examples of entities that are capable/incapable of being individual/corporate controllers of a company.
  • Paragraph 7.4 amended to clarify that in respect of the threshold of more than 25% of the shares in the company, no distinction is made between e.g. different classes of shares or shares having different market values, so the company should consider all the shares of the company that an individual/legal entity has an interest in and add them together in determining whether the individual/legal entity has an interest in more than 25% of the shares in the company.   

Registers of Registrable Controllers: Guidance for Foreign Companies (version 1.6)

  • Paragraph 2.1 amended to provide more details on the reference to section 5B of the Companies Act. 
  • Paragraph 5.2 amended to clarify two particulars of registrable corporate controllers, namely (a) legal form of the registrable corporate controller; and (b) statute under which the registrable corporate controller is formed or incorporated.
  • Paragraph 7.1(c) updated to include VCCs.
  • Paragraph 7.2 amended to address some examples of entities that are capable/incapable of being individual/corporate controllers of a foreign company.
  • Paragraph 7.4 amended to clarify that in respect of the threshold of more than 25% of the shares in the foreign company, no distinction is made between e.g. different classes of shares or shares having different market values, so the foreign company should consider all the shares of the foreign company that an individual/legal entity has an interest in and add them together in determining whether the individual/legal entity has an interest in more than 25% of the shares in the foreign company.

Registers of Registrable Controllers: Guidance for Limited Liability Partnerships (version 1.6) 

  • Paragraph 2.1 amended to (a) clarify that “Public Act” refers to a public Act passed by the Parliament of Singapore and not a legislation passed by a foreign government; and (b) provide more details on the reference to section 5B of the Companies Act. 
  • Paragraph 5.2 amended to clarify two particulars of registrable corporate controllers, namely (a) legal form of the registrable corporate controller; and (b) statute under which the registrable corporate controller is formed or incorporated. 
  • Paragraph 7.2 amended to address some examples of entities that are capable/incapable of being individual/corporate controllers of an LLP.

Registers of Nominee Directors: Guidance for Companies (version 1.5) 

  • Paragraph 2.1 amended to (a) clarify that “Public Act” refers to a public Act passed by the Parliament of Singapore and not a legislation passed by a foreign government; and (b) provide more details on the reference to section 5B of the Companies Act. 
  • Paragraph 3.4 amended to clarify two particulars of nominators which are legal entities, namely (a) legal form of the legal entity; and (b) statute under which the legal entity is formed or incorporated. 

 Reference materials

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