Singapore legislation
Schedule 2
of Trustees (Transparency and Effective Control) Regulations 2017
Schedule 2
Circumstances in which effective controller considered as ultimately owning, ultimately controlling or exercising ultimate effective control over relevant party
SECOND SCHEDULERegulation 11Circumstances in which effective controller considered as ultimately owning, ultimately controlling or exercising ultimate effective control over relevant partyEffective controller considered as ultimately owning relevant party
1. An effective controller is considered as ultimately owning a relevant party if —
where the relevant party is a company or foreign company having a share capital, the effective controller of the relevant party —
has an interest in more than 25% of the shares in the company or foreign company; or
has an interest in one or more voting shares in the company or foreign company and the total votes attached to that share, or those shares, is more than 25% of the total voting power in the company or foreign company;
where the relevant party is a company or foreign company not having a share capital, the effective controller of the relevant party holds, whether directly or indirectly, a right to share in more than 25% of the capital, or more than 25% of the profits, of the company or foreign company; or
where the relevant party is a limited liability partnership, the effective controller of the relevant party holds, whether directly or indirectly —
a right to share in more than 25% of the capital, or more than 25% of the profits, of the limited liability partnership; or
a right to share in more than 25% of any surplus assets of the limited liability partnership on a winding up.Effective controller considered as ultimately controlling, etc., relevant party
2. An effective controller of a relevant party is considered as ultimately controlling the relevant party, or exercising ultimate effective control of the relevant party, if —
where the relevant party is a company or foreign company, the effective controller of the relevant party —
holds the right, directly or indirectly, to appoint or remove the directors or equivalent persons of the company or foreign company who hold a majority of the voting rights at meetings of the directors or equivalent persons on all or substantially all matters;
holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the members or equivalent persons of the company or foreign company; or
has the right to exercise, or actually exercises, significant influence or control over the company or foreign company;
where the relevant party is a limited liability partnership, the effective controller of the relevant party —
holds the right, directly or indirectly, to appoint or remove the manager of the limited liability partnership, or if the limited liability partnership has more than one manager, a majority of the managers of the limited liability partnership;
holds the right, directly or indirectly, to appoint or remove the persons who hold a majority of the voting rights at meetings of the management body of the limited liability partnership;
holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the partners of the limited liability partnership; or
has the right to exercise, or actually exercises, significant influence or control over the limited liability partnership; or
where the relevant party is another trust or other similar arrangement, the effective controller of the relevant party is itself a relevant party of the trust or other similar arrangement.[S 409/2025 wef 20/06/2025]Supplementary provisions
3. For the purposes of paragraphs 1 and 2(a) and (b) —
subject to sub‑paragraphs (b), (c) and (e), subsections (1A) to (6A), (8), (9) and (10) of section 7 of the Companies Act 1967 apply in determining whether a person has an interest in a share;[S 249/2023 wef 31/12/2021](b)if 2 or more persons jointly have an interest in a share, or jointly hold a right, each of the persons is considered for the purposes of those paragraphs as having an interest in that share, or as holding that right, as the case may be;
if shares in respect of which a person has an interest and the shares in respect of which another person has an interest are the subject of a joint arrangement between those persons, each of them is treated for the purposes of those paragraphs as having an interest in the combined shares of both of them;
if the rights held by a person and the rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of those paragraphs as holding the combined rights of both of them;
a share or right held by a person as nominee for another is to be considered for the purposes of those paragraphs as held by the other (and not by the nominee); and
a “voting share” mentioned in paragraph 1(a)(ii) does not include any treasury share or any share mentioned in section 21(4B) or (6C) of the Companies Act 1967.[S 249/2023 wef 31/12/2021]4. In paragraph 3 —
a “joint arrangement” is an arrangement between the persons having an interest in shares or between holders of rights that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre-determined by the arrangement; and
an “arrangement” includes —
any scheme, agreement or understanding, whether or not it is legally enforceable; and
any convention, custom or practice of any kind,but something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).
5. In this Schedule —“company” and “foreign company” have the same meanings as in section 4(1) of the Companies Act 1967; [S 249/2023 wef 31/12/2021]“limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2005.[S 249/2023 wef 31/12/2021]