Changes have been made to Singapore’s Corporations Act (CA) to make it mandatory for all companies to maintain a Register of Controllers by March 31, 2017. So that the ownership and control structures of companies may be made more transparent.
Fines of up to $5,000 may be imposed on companies and officials who fail to comply with their duties under the Register of Controllers. This means that everything has to be done just right!
However, don’t let yourself become disheartened; building and maintaining a Register of Registrable Controllers (RORC) does not have to be a complicated undertaking. This extensive instruction will show you exactly how to accomplish it.
To help small-business entrepreneurs who are interested in the following topics:
As a company secretary, they would be responsible for compiling and maintaining the firm’s Register of Controllers. They have founded a business in Singapore (instead of engaging a registered filing agent to handle things for them).
It’s often expected that figuring out who your company’s top decision makers are would be a straightforward procedure. So it won’t provide precise advice in more complicated cases, such when your business is majority-owned by another publicly listed company on a foreign stock exchange. This is why.
When it comes to creating and maintaining your company’s Register of Controllers, it’s a good idea to get help from a corporate secretarial firm.
The Register of Controllers is a list of the registerable controllers of a company. All firms will have to comply by March 31, 2017 (unless they are exempt).
Other governmental bodies, such as the Singapore Accounting and Corporate Regulatory Authority (ACRA), may demand that any corporation furnish its Register of Controllers for inspection or evaluation. The Register of Controllers must be set up appropriately and in a timely way as a consequence.
What does it mean to say that something is “controlled”?
“Major interest” or “significant control,” depending on the definition, are both examples of what it means to be a controller. An individual (i.e., a human being) or an entity (i.e., a legal entity) may serve as this controller (e.g. another company).
“Significant interest” is defined by the CA as:
- Has a stake in the company equal to or greater than 25% of all shares or
- Any voting shares that represent more than 25% of a corporation’s voting power might be considered to have a financial interest. This is known as a beneficial ownership interest.
- Shareholders with a “strong stake” in a corporation possess at least 25% of the company’s equity. As a result, they have sway over the company.
In the case that your company does not have a share capital, a “significant interest” in your business is defined as a right to receive more than 25% of the firm’s capital or profits, either directly or indirectly.
Any of the following may be seen as “significant impact” on a firm:
On all (or nearly all) issues, directly or indirectly controls or has the authority to exert substantial influence or control over the firm, or does so in practice. This includes the appointment and removal of directors who control more than 25 percent of the voting powers at directors’ meetings on all (or nearly all) subjects because of their “considerable control” over their organizations’ activities, company directors are frequently referred to as “controllers.”