Singapore entities must now record nominee shareholders and identify controlling executives
Further, companies, foreign companies and limited liability partnerships that cannot identify or do not have a registrable controller will have to name individuals with executive control as their registrable controllers. Controllers are defined as individuals or legal entities with more than 25 per cent of the shareholding or voting rights. Until now, Singapore entities that could not identify any registrable controller were not required to enter any particulars into its register of registrable controllers.
The measures are set out in the Corporate Registers (Miscellaneous Amendments) Act 2022 and follow a public consultation conducted in July 2021. They aim to align Singapore with Financial Action Task Force (FATF) standards. The compliance deadline for both is 5 December 2022. Fines for non-compliance are up to SGD5,000.
The rule requiring companies to keep certain particulars of any nominee shareholders is subject to some exceptions. These mostly relate to listing on a regulated stock exchange, although there is also an exemption for wholly owned subsidiaries of a foreign company that is a Singapore financial institution.
The definition of a nominee covers anyone who votes or collects dividends on behalf of the nominator. Nominees must notify the company of their status and the identity of the nominator either within 30 days of being appointed or the company’s incorporation, if incorporated after 4 October 2022.
The register of nominees must be kept either at the company's registered offices or at the registered office of its appointed filing agent. The register is strictly private and must not be disclosed to any member of the public, including the company's auditors.
The Act also contains other amendments setting out the timelines for Singapore companies to update their registers of nominee directors and foreign companies to update their registers of members. These changes came into force on 30 May 2022.
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