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  • Setting up of a Central Non Public Register of Controllers

  • Introduction of Register of Nominee Shareholders for companies

At two recent Update Sessions organised by the Chartered Secretaries Institute of Singapore, the Accounting and Corporate Regulatory Authority (ACRA) announced several new initiatives, 2 of which being:

  • implementation of a central, non-public register of controllers; and
  • proposed amendments to the companies legislation to require disclosure of particulars of nominators of nominee shareholders.

While we await the official notification of the former and publications setting out the proposed amendments for the latter, we provide in our summary below the aspects of these initiatives which will be more significant to directors, company officers and corporate counsel, to note and prepare for.

ACRA’s rationale for implementing a central non-public register of controllers is as follows:

  • increasing complexity of money laundering schemes involving corporate entities;
  • keeping pace with international efforts to enhance transparency of ownership and control of corporate entities; and
  • ensuring beneficial ownership information is readily accessible for law enforcement agencies.

Reporting Entities, such as companies, foreign companies and limited liability partnerships registered in Singapore, will be required to both:

  • maintain and update their registers of controllers, currently kept at their registered offices or by their registered filing agent on their behalf; and
  • provide their controllers’ information to ACRA and update ACRA on any changes in status or particulars of the controllers.

Section 386AN of the Companies Act empowers ACRA to maintain such a central register of controllers of companies and foreign companies, upon the provision coming into effect by notification in the Government Gazette.

ACRA has indicated the following timeline for implementation of the centralized register:

ACRA also proposes require disclosure of the nominators of nominee shareholders. A new definition of “nominee shareholder” will be adopted, being a member of a company who legally holds shares in the company on behalf of another person. The particulars of that other person, the nominator, will have to be disclosed in a register.

Based on the information released by ACRA at this point in time, it is uncertain as to whether the register of nominee shareholders will be centralised, as will be the case for the register of controllers, discussed above.

We do expect this register of nominee shareholders will not be accessible to the public, as is the case for the register of controllers and the Register of Nominee Directors.

Reporting Entities should continue to comply with their timely and complete disclosure obligations in preparation for the coming changes.

Author

Andrew Martin is the Managing Principal and co-head of the M&A Practice Group in Singapore. He is recognised as a leading lawyer by legal directories such as Chambers Asia Pacific and Legal 500. He trained and initially worked in England, followed by several years in Hong Kong and Australia before settling in Singapore in 2002.

Author

Min-tze Lean is a principal in the Mergers & Acquisitions Practice Group at Baker McKenzie Wong & Leow. He has worked on a number of high-profile corporate headline transactions in Asia, some of which won the "Southeast Asia Deal of the Year" and "Singapore M&A Deal of the Year" awards at the Asian Legal Business Awards. Sources highlight his responsiveness, commerciality and the pragmatic advice he offers. Min-tze has been recognised by Chambers Asia Pacific for his technical legal knowledge and principled approach to structuring solutions to complex legal issues, and his "solution-oriented approach and ability to interface well with regulators". A client commended: "What I like is his expertise. He knows the regulations inside out and what is the market standard and practice". He has also been praised by clients for having "strong grounding in M&A regulations and tactics", Legal 500 Asia Pacific. Min-tze is ranked in Chambers Global and Chambers Asia Pacific as a leading lawyer in Singapore for Corporate/M&A: Domestic.