Register of Controllers, Nominee Directors



ACRA Official Site
 

COMPANIES (AMENDMENT) ACT 2017
Register of Controllers, Nominee Directors

 
 1. What is it about? All these ...

Since 13th March 2017, every Singapore registered company has to comply with these new requirements.

Whether yours is an older company or a recent one, you would have received ACRA notice sent to registered address of every Singapore company and LLP.

If for any reason you haven’t checked your company letters, here’s that notice.

You may also read the detailed sections at ACRA official site.

As you read, these additional 2 registers are not part of statutory records.

ACRA requires them for anti-money laundering (AML) and counter funding of terrorism (CFT). It serves as a source of ready information for ACRA, and every government agency that may use of these data when visiting/ contacting the company. Those active agencies and stat boards are CAD, MAS, CID, SPF, CNB, MOM, ICA, IRAS…

These 2 registers and information are NOT meant for the public.

ACRA has further clarified that information in these registers are also NOT open to auditors, shareholders, or staff of the company.

It’s main purpose is for the Singapore authorities.

 

 2. What do I have to do?

Read the law first, understand ACRA’s directive and requirements.

1)
Decide whether (A) or (B),

(A) means the director(s) will do and store these registers at the company registered address. If the registered address is with MODETTI®, the service fee to safekeep the sealed registers in our premises, is just S$5 per month,


 
OR

(B) means to engage an ACRA Licensed Registered Filing Agent (RFA) like MODETTI® to entirely manage and store them. Our fees for doing it all with your input, is just S$120 if the company has MODETTI® company secretary service ongoing. If not, we have to review the request or fees start from market rates from S$200 onwards.


 

2)
Inform your company secretary where these registers will be kept, sign the official ACRA declaration form so it can be filed during yearly Annual Returns (AR) submission.

3)
Ensure that no matter which option; the 2 extra registers must be done per templates given by ACRA, updated frequently and really stored at the declared location. Remember the legal requirement to furnish the records within 48 hours!

 

 3. Whose duty is it to prepare, maintain those registers?

ACRA stated it is the duty of the company, its directors, shareholders and any named/ un-named Controllers who have to ensure this requirement is complied with.

MODETTI® stepped in to help because we found service providers profiteering, giving untrue information creating even more confusion. Many charge from S$200 onwards per response, and still post stacks of paper (>6 pages) to each person, expecting manual forms completed within days, or just drag on.

Actually, things are not that complicated afterall. We worked out a more efficient system of using electronic form, simplified and only to help our own clients under the care of MODETTI® Company Secretary who enjoy a special rate to engage MODETTI® as the ACRA Licensed Registered Filing Agent (RFA).

Paying a token fee is simple. However, we can’t just create responses ourselves. Persons responsible for the registers need to respond to us promptly, so we may help create the respective registers.

 

 4. What is a Controller? What’s all these for?

Controller can be anyone has influence in operational, decision making aspects of a company. The person can be a director, or a shareholder, or both, or even someone who is not even named in the ACRA records.

Or read the detailed sections at ACRA official site

 

 5. I’m too busy. What happens if I don’t respond?

Yes, aren’t we all? Hence, we created this section and that’s why you’re reading this.

We hope you read the ACRA notice. This was enacted as part of the Companies Act. It is a law, to be compiled with. It is an offence if not complied with.

To help our own clients, we gone to the extent of creating the simplified online form which can be completed easily using a smartphone in few minutes. That beats filling up the manual forms more than 6 pages, and still having to post it back.

It doesn’t make sense for anyone to resist/ not comply with it.

 

 6. Why should I fill up your online form?

We created it purely to help our clients comply if engaging MODETTI® separately as the ACRA Licensed RFA to prepare, maintain and store these 2 registers.

Alternatively, you may fill up the original ACRA forms and maintain your own registers and records.

See them here. Or if you have more time, sift through the comprehensive sections at ACRA official site.

 

 7. Where does my response go to?

We first help companies under our care.

If you submitted the online form we did, it goes to MODETTI® Corporate Secretarial Department. Once we receive payment and response from most officers/ persons related to the company under our care, we start preparing the registers.

If you send us the completed manual forms via hand/ post, it goes to the same preparation of the registers if possible.

 

 8. What if I respond, but other director/ shareholder doesn’t?

ACRA requires each person to respond/ complete the forms for himself/ herself. The other directors, or shareholders who comply, will not be held responsible for those who don’t.

It’s baffling why anyone would, but please forward the url of our online form to the others, remind or nag them to comply for everyone’s sake, right?

ACRA considers it an offence, and it’s clearly worded in the Companies Act.

 

 9. May I ask my Company Secretary from MODETTI® for more details?

Sure. It’s not an obligation or included in company secretary service but we’re happy to paste the official ACRA links so you read and make an informed decision.

For those on MODETTI® practising, basic and chartered Company Secretary service, please note each meeting is based on the table of extraordinary services.

Those who have MODETTI® Professional Company Secretary service, we may meet in person/ via Skype. Just call +65 61002086 during our business hours, say your company name to book earliest meeting, or simply email.

Before the meeting, please read up on the ACRA notice again. It’s in your best interests to know and understand, comply with the regulator. Right?

 

 10. How does the register look like? Any template?

Please read the detailed sections at ACRA official site.

 

 11. My company secretary is not MODETTI®. They don't know what to do. Can you help?

Yes, you’re not alone.

Many are switching to us due to such problems.

Let’s see how MODETTI® may help you with our clearly better support and knowledge. Any company under our care will tell you that compliance to ACRA is not expensive or complicated.

Please contact us via email with your LLP/ company name, otherwise just visit MODETTI® Head Office during our business hours. Let’s work out how to help you.

 

 12. If I signed your registered address service, can you help us do or keep the registers?

ACRA requires all Singapore LLPs and companies to prepare, maintain and keep these registers (LLP only Register of Controllers) at its registered office, or the office of the Registered Filing Agent engaged for this purpose.

It’s not part of the mailing address/ registered address service. However, we have started to help request cases for just a token fee to safekeep the registers so you may comply with ACRA.

Please contact us via email with your LLP/ company name, let’s work out how to help you.

 

 

MOST POPULAR QUESTION

What do I have to do?
 

Read the law first, understand ACRA’s directive and requirements.
 

1)
Decide whether (A) or (B),
 

(A) means the director(s) will do and store these registers at the company registered address. If the registered address is with MODETTI®, the service fee to safekeep the sealed registers in our premises, is just S$5 per month,


 
OR

(B) means to engage an ACRA Licensed Registered Filing Agent (RFA) like MODETTI® to entirely manage and store them. Our fees for doing it all with your input, is just S$120 if the company has MODETTI® company secretary service ongoing. If not, we have to review the request or fees start from market rates from S$200 onwards.


 

2)
Inform your company secretary where these registers will be kept, sign the official ACRA declaration form so it can be filed during yearly Annual Returns (AR) submission.

3)
Ensure that no matter which option; the 2 extra registers must be done per templates given by ACRA, updated frequently and really stored at the declared location.
 

Remember the legal requirement to furnish the records within 48 hours!