Companies Act 1967 · 2020 Revised Edition · Part 11A · Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
386AF. Register of controllers
Last amended by an amending law of 2024. 3 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
A company incorporated on or after 31 March 2017 but before the appointed day, must keep a register of its registrable controllers not later than 30 days after the date of the company’s incorporation.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
A company incorporated on or after the appointed day must keep a register of its registrable controllers starting on the date of the company’s incorporation.
register
“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
A company incorporated before 31 March 2017 must keep a register of its registrable controllers not later than 60 days after that date.
If a company that is not a company to which this Part applies subsequently becomes a company to which this Part applies, the company must keep a register of its registrable controllers not later than 60 days after the date on which this Part applies or re‑applies to the company.
A foreign company registered under Division 2 of Part 11 on or after 31 March 2017 but before the appointed day, must keep a register of its registrable controllers not later than 30 days after the date of the foreign company’s registration.
foreign company
“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
A foreign company registered under Division 2 of Part 11 on or after the appointed day must keep a register of its registrable controllers starting on the date of the foreign company’s registration.
registered
“registered” means registered under this Act or any corresponding previous enactment;
A foreign company registered under Division 2 of Part XI before 31 March 2017 must keep a register of its registrable controllers not later than 60 days after that date.
If a foreign company that is not a foreign company to which this Part applies subsequently becomes a foreign company to which this Part applies, the foreign company must keep a register of its registrable controllers not later than 60 days after the date on which this Part applies or re‑applies to the foreign company.
A company or foreign company must ensure that its register —
contains such particulars of the company’s or foreign company’s registrable individual controllers and registrable corporate controllers as may be prescribed;
contains the note and prescribed particulars required under section 386AFA(3), if applicable;
is updated if any change to the prescribed particulars mentioned in paragraph (a) or (aa) occurs; and
is kept in such form and at such place as may be prescribed.
A company or foreign company must enter the particulars in its register and update the register within the prescribed time and in the prescribed manner.
A company or foreign company must —
enter the particulars of any controller in its register, or update the particulars of that controller in the register, after the particulars of that controller are confirmed by the controller; or
if the company or foreign company does not receive the controller’s confirmation, enter or update the particulars with a note indicating that the particulars have not been confirmed by the controller.
For the purposes of subsection (9)(a), the particulars of the controller to be entered, or updated, in a register must be confirmed by the controller in the prescribed manner.
controller
“controller” means an individual controller or a corporate controller;
Subject to section 386AM, a company or foreign company must not disclose, or make available for inspection, a register or any particulars contained in the register to any member of the public.
member of the public
“member of the public” includes —(a)in the case of a company — any member of the company acting in the member’s capacity as such; and(b)in the case of a foreign company — any member of the foreign company acting in the member’s capacity as such;
If a company fails to comply with —
subsection (1), (1A), (2) or (3), whichever is applicable; or
subsection (7), (8), (9) or (11),the company, and every officer of the company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $25,000.
If a foreign company fails to comply with —
subsection (4), (4A), (5) or (6), whichever is applicable; or
subsection (7), (8), (9) or (11),the foreign company, and every officer of the foreign company who is in default, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $25,000.
In this section, “appointed day” means the date of commencement of section 4 of the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024.
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
controller
Defined · s 386AB“controller” means an individual controller or a corporate controller;
foreign company
Defined · s 4“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
member of the public
Defined · s 386AB“member of the public” includes —(a)in the case of a company — any member of the company acting in the member’s capacity as such; and(b)in the case of a foreign company — any member of the foreign company acting in the member’s capacity as such;
officer
Defined · s 4“officer”, in relation to a corporation, includes —(a)any director or secretary of the corporation or a person employed in an executive capacity by the corporation;(b)a receiver and manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and(c)any liquidator of a company appointed in a voluntary winding up,but does not include —(d)any receiver who is not also a manager;(e)any receiver and manager appointed by the Court;(f)any liquidator appointed by the Court or by the creditors; or(g)a judicial manager appointed under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018;
register
Defined · s 386AB“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
registration
Defined · s 356“registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means registration by the Registrar under section 359(1), and “register” and “registered” are to be construed accordingly.
Part 12