Companies Act 1967 · 2020 Revised Edition · Part 11A · Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
386AG. Duty of company and foreign company to investigate and obtain information
Last amended by an amending law of 2024. 2 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
A company or foreign company must take reasonable steps to find out and identify the registrable controllers of the company or foreign company.
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
A company (A) or foreign company (A) —
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;
must give a notice to any person (B) whom A knows or has reasonable grounds to believe is a registrable controller in relation to A, requiring B —
to state whether B is or is not a registrable controller of A;
to state whether B knows or has reasonable grounds to believe that any other person (C) is a registrable controller of A or is likely to have that knowledge and to give such particulars of C that are within B’s knowledge; and
to provide such other information as may be prescribed; and
must give a notice to any person (D) whom A knows, or has reasonable grounds to believe knows, the identity of a person who is a registrable controller of A or is likely to have that knowledge, requiring D —
to state whether D knows or has reasonable grounds to believe that any other person (E) is a registrable controller of A or is likely to have that knowledge and to give such particulars of E that are within D’s knowledge; and
to provide such other information as may be prescribed.
A notice mentioned in subsection (2) —
must state that the addressee must comply with the notice not later than the time prescribed for compliance;
must be in such form, contain such particulars and be sent in such manner, as may be prescribed; and
must be given within such period as may be prescribed after the company or foreign company first knows the existence of, or first has reasonable grounds to believe that there exists, a person to whom a notice must be given under that subsection.
Subsection (2) does not require a company or foreign company to give notice to any person in respect of any information that is required to be stated or provided pursuant to the notice if the information was previously provided by that person or by any registered corporate service provider on behalf of that person.
registered corporate service provider
“registered corporate service provider” and “registered qualified individual” have the meanings given by section 2(1) of the Corporate Service Providers Act 2024;
If a company or foreign company fails to comply with subsection (2) or (3), the company or foreign company, and every officer of the company or 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.
officer
“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;
An addressee of a notice under subsection (2) must comply with the notice within the time specified in the notice for compliance except that an addressee is not required to provide any information that is subject to legal privilege.
An addressee of a notice under subsection (2) who fails to comply with subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
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;
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;
registered corporate service provider
Defined · s 4“registered corporate service provider” and “registered qualified individual” have the meanings given by section 2(1) of the Corporate Service Providers Act 2024;
Part 12