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Following recent amendments to the Singapore Companies Act, new requirements have been introduced which will affect companies.

Key Legislative Amendments Taking Effect from 31 March 2017.

Register of Controllers

To make the beneficial ownership and control of business entities more transparent, all companies will be required to maintain a register of controllers.

As per the significant interest test, a registrable controller is:

• for companies with share capital, an individual who has an interest in more than 25% of the shares or shares with more than 25% of total voting power;
• for companies without share capital, an individual who has right to share in more than 25% of the capital or profits of the company.

Alternatively, as per the significant control test, a registrable controller is an individual who:

• holds the right to appoint or remove directors who hold majority of the voting rights at directors’ meetings; or
• 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.

Register of Nominee Directors

Companies will also be required to maintain a register of nominee directors that will contain the particulars of the nominator of the company’s nominee director.

A director is a nominee if he is accustomed or under an obligation whether formal (legal) or informal (arrangement) to act under the directions, instructions or wishes of any other person.

The registers will be maintained at the company’s registered office either in paper or electronic format. They will not be public but have to be produced to the Registrar, an officer of the Accounting and Corporate Regulatory Authority (‘ACRA’) or a public agency upon request.

A grace period of 60 days from the date of commencement of the new law will be provided to existing entities, while new entities will have 30 days to comply from incorporation.