PART XIA
REGISTER OF CONTROLLERS AND NOMINEE
DIRECTORS OF COMPANIES
[Act 15 of 2017 wef 31/03/2017]
Application of this Part
386AA.—(1)  This Part applies to —
(a)all companies other than a company that is set out in the Fourteenth Schedule; and
(b)all foreign companies registered under Division 2 of Part XI other than a foreign company that is set out in the Fifteenth Schedule.
(2)  The obligation to comply with this Part extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not.
(3)  This Part extends to acts done or omitted to be done outside Singapore.
[Act 15 of 2017 wef 31/03/2017]
Interpretation of this Part
386AB.  In this Part, unless the context otherwise requires —
“approved exchange” means an approved exchange as defined in section 2(1) of the Securities and Futures Act (Cap. 289);
“controller” means an individual controller or a corporate controller;
“corporate controller”, in relation to a company or a foreign company, means a legal entity which has a significant interest in, or significant control over, the company or the foreign company, as the case may be;
“individual controller”, in relation to a company or a foreign company, means an individual who has a significant interest in, or significant control over, the company or the foreign company, as the case may be;
“legal entity” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes a foreign company;
“limited liability partnership” has the same meaning given to it by section 4(1) of the Limited Liability Partnerships Act (Cap. 163A);
“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;
“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), (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), (5) or (6);
“registered filing agent” means a filing agent registered under section 28F of the Accounting and Corporate Regulatory Authority Act (Cap. 2A);
“significant control”, in relation to a company or a foreign company, has the meaning given to it in the Sixteenth Schedule;
“significant interest”, in relation to a company or a foreign company, has the meaning given to it in the Sixteenth Schedule.
[Act 15 of 2017 wef 31/03/2017]
Meaning of “registrable”
386AC.  For the purposes of this Part, in relation to a company (X) or a foreign company (X), a controller (A) is registrable unless —
(a)A’s significant interest in or significant control over X is only through one or more controllers (B) of X;
(b)A is a controller of B (or each B if more than one); and
(c)B (or each B if more than one) is either —
(i)a company, or foreign company to which this Part applies, that is required to keep a register of controllers under section 386AF;
(ii)a company that is set out in the Fourteenth Schedule;
(iii)a foreign company that is set out in the Fifteenth Schedule;
(iv)a corporation which shares are listed for quotation on an approved exchange;
(v)a limited liability partnership to which Part VIA of the Limited Liability Partnerships Act (Cap. 163A) applies, that is required to keep a register of controllers of limited liability partnerships under that Act;
(vi)a limited liability partnership that is set out in the Sixth Schedule to the Limited Liability Partnerships Act;
[Act 44 of 2018 wef 14/01/2020]
(vii)a trustee of an express trust to which Part VII of the Trustees Act (Cap. 337) applies; or
[Act 44 of 2018 wef 14/01/2020]
(viii)a VCC.
[Act 15 of 2017 wef 31/03/2017]
[Act 44 of 2018 wef 14/01/2020]
State of mind of corporation, unincorporated association, etc.
386AD.—(1)  Where, in a proceeding for an offence under this Part, it is necessary to prove the state of mind of a corporation in relation to a particular conduct, evidence that —
(a)an officer, employee or agent of the corporation engaged in that conduct within the scope of the officer’s, employee’s or agent’s actual or apparent authority; and
(b)the officer, employee or agent had that state of mind,
is evidence that the corporation had that state of mind.
(2)  Where, in a proceeding for an offence under this Part, it is necessary to prove the state of mind of an unincorporated association or a partnership in relation to a particular conduct, evidence that —
(a)an employee or agent of the unincorporated association or the partnership engaged in that conduct within the scope of the employee’s or agent’s actual or apparent authority; and
(b)the employee or agent had that state of mind,
is evidence that the unincorporated association or partnership had that state of mind.
[Act 15 of 2017 wef 31/03/2017]
Meaning of “legal privilege”
386AE.—(1)  For the purposes of this Part, information or a document is subject to legal privilege if —
(a)it is a communication made between a lawyer and a client, or a legal counsel acting as such and the legal counsel’s employer, in connection with the lawyer giving legal advice to the client or the legal counsel giving legal advice to the employer, as the case may be;
(b)it is a communication made between 2 or more lawyers acting for a client, or 2 or more legal counsel acting as such for their employer, in connection with one or more of the lawyers giving legal advice to the client or one or more of the legal counsel giving legal advice to the employer, as the case may be;
(c)it is a communication made —
(i)between a client, or an employer of a legal counsel, and another person;
(ii)between a lawyer acting for a client and either the client or another person; or
(iii)between a legal counsel acting as such for the legal counsel’s employer and either the employer or another person,
in connection with, and for the purposes of, any legal proceedings (including anticipated or pending legal proceedings) in which the client or employer, as the case may be, is or may be, or was or might have been, a party;
(d)it is an item, or a document (including its contents), that is enclosed with or mentioned in any communication in paragraph (a) or (b) and that is made or prepared by any person in connection with a lawyer or legal counsel, or one or more of the lawyers or legal counsel, in either paragraph giving legal advice to the client or the employer of the legal counsel, as the case may be; or
(e)it is an item, or a document (including its contents), that is enclosed with or mentioned in any communication in paragraph (c) and that is made or prepared by any person in connection with, and for the purposes of, any legal proceedings (including anticipated or pending legal proceedings) in which the client or the employer of the legal counsel, as the case may be, is or may be, or was or might have been, a party,
but it is not any such communication, item or document that is made, prepared or held with the intention of furthering a criminal purpose.
(2)  In subsection (1) —
“client”, in relation to a lawyer, includes an agent of or other person representing a client and, if a client has died, a personal representative of the client;
“employer”, in relation to a legal counsel, includes —
(a)if the employer is one of a number of corporations that are related to each other under section 6, every corporation so related as if the legal counsel is also employed by each of the related corporations;
(b)if the employer is a public agency within the meaning of section 128A(6) of the Evidence Act (Cap. 97) and the legal counsel is required as part of the legal counsel’s duties of employment or appointment to provide legal advice or assistance in connection with the application of the law or any form of resolution of legal dispute to any other public agency or agencies, the other public agency or agencies as if the legal counsel is also employed by the other public agency or each of the other public agencies; and
(c)an employee or officer of the employer;
“lawyer” means a solicitor or a professional legal adviser, and includes an interpreter or other person who works under the supervision of a solicitor or a professional legal adviser;
“legal counsel” means a legal counsel as defined in section 3(7) of the Evidence Act, and includes an interpreter or other person who works under the supervision of a legal counsel.
[Act 15 of 2017 wef 31/03/2017]
Register of controllers
386AF.—(1)  A company incorporated on or after the appointed day must keep a register of its registrable controllers not later than 30 days after the date of the company’s incorporation.
(2)  A company incorporated before the appointed day must keep a register of its registrable controllers not later than 60 days after the appointed day.
(3)  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.
(4)  A foreign company registered under Division 2 of Part XI on or after 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.
(5)  A foreign company registered under Division 2 of Part XI before the appointed day must keep a register of its registrable controllers not later than 60 days after the appointed day.
(6)  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.
(7)  A company or foreign company must ensure that its register —
(a)contains such particulars of the company’s or foreign company’s registrable individual controllers and registrable corporate controllers as may be prescribed;
(b)is updated if any change to the prescribed particulars occurs; and
(c)is kept in such form and at such place as may be prescribed.
(8)  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.
(9)  A company or foreign company must —
(a)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
(b)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.
(10)  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.
(11)  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.
(12)  If a company fails to comply with —
(a)subsection (1), (2) or (3), whichever is applicable; or
(b)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 $5,000.
(13)  If a foreign company fails to comply with —
(a)subsection (4), (5) or (6), whichever is applicable; or
(b)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 $5,000.
(14)  In this section, “appointed day” means the date of commencement of section 47 of the Companies (Amendment) Act 2017.
[Act 15 of 2017 wef 31/03/2017]
Duty of company and foreign company to investigate and obtain information
386AG.—(1)  A company or foreign company must take reasonable steps to find out and identify the registrable controllers of the company or foreign company.
(2)  A company (A) or foreign company (A) —
(a)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 —
(i)to state whether B is or is not a registrable controller of A;
(ii)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
(iii)to provide such other information as may be prescribed; and
(b)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
(i)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
(ii)to provide such other information as may be prescribed.
(3)  A notice mentioned in subsection (2) —
(a)must state that the addressee must comply with the notice not later than the time prescribed for compliance;
(b)must be in such form, contain such particulars and be sent in such manner, as may be prescribed; and
(c)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.
(4)  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 filing agent on behalf of that person.
(5)  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 $5,000.
(6)  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.
(7)  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 $5,000.
[Act 15 of 2017 wef 31/03/2017]
Duty of company and foreign company to keep information up‑to‑date
386AH.—(1)  If a company or foreign company knows or has reasonable grounds to believe that a relevant change has occurred in the particulars of a registrable controller that are stated in the company’s or foreign company’s register of controllers, the company or foreign company must give notice to the registrable controller —
(a)to confirm whether or not the change has occurred; and
(b)if the change has occurred —
(i)to state the date of the change; and
(ii)to provide the particulars of the change.
(2)  A company or foreign company must give the notice mentioned in subsection (1) within such period as may be prescribed after it first knows of the change or first has reasonable grounds to believe that the change has occurred.
(3)  Section 386AG(3)(a) and (b) applies to a notice under this section as it applies to a notice under that section.
(4)  Subsection (1) does not require a company or foreign company to give notice to any person in respect of any information that was previously provided by that person or by any registered filing agent on behalf of that person.
(5)  If a company or foreign company fails to comply with subsection (1) or (2), or section 386AG(3)(a) and (b) as applied by subsection (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 $5,000.
(6)  An addressee of a notice under subsection (1) who fails to comply with the notice within the time specified in the notice for compliance shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(7)  For the purposes of this section, a relevant change occurs if —
(a)a person ceases to be a registrable controller in relation to the company or foreign company, as the case may be; or
(b)any other change occurs as a result of which the particulars of the registrable controller in the company’s or foreign company’s register of controllers are incorrect or incomplete.
[Act 15 of 2017 wef 31/03/2017]
Duty of company and foreign company to correct information
386AI.—(1)  If a company or foreign company knows or has reasonable grounds to believe that any of the particulars of a registrable controller that are stated in the company’s or foreign company’s register is incorrect, the company or foreign company must give notice to the registrable controller to confirm whether the particulars are correct and, if not, to provide the correct particulars.
(2)  A company or foreign company must give the notice mentioned in subsection (1) within such period as may be prescribed after it first knows or first has reasonable grounds to believe that the information is incorrect.
(3)  Section 386AG(3)(a) and (b) applies to a notice under this section as it applies to a notice under that section.
(4)  Subsection (1) does not require a company or foreign company to give notice to any person in respect of any information that was previously provided by that person or by any registered filing agent on behalf of that person.
(5)  If a company or foreign company fails to comply with subsection (1) or (2), or section 386AG(3)(a) and (b) as applied by subsection (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 $5,000.
(6)  An addressee of a notice under subsection (1) who fails to comply with the notice within the time specified in the notice for compliance shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
[Act 15 of 2017 wef 31/03/2017]
Controller’s duty to provide information
386AJ.—(1)  A person who knows or ought reasonably to know that the person is a registrable controller in relation to a company or foreign company must —
(a)notify the company or foreign company, as the case may be, that the person is a registrable controller in relation to the company or foreign company;
(b)state the date, to the best of the person’s knowledge, on which the person became a registrable controller in relation to the company or foreign company; and
(c)provide such other information as may be prescribed.
(2)  The person mentioned in subsection (1) must comply with the requirements of that subsection within such period as may be prescribed after the date on which that person first knew or ought reasonably to have known that that person was a registrable controller.
(3)  A person need not comply with the requirements of subsection (1) if the person has received a notice from the company or foreign company under section 386AG(2) and has complied with the requirements of the notice within the time specified in the notice for compliance.
(4)  If a person fails to comply with subsection (1) or (2), the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
[Act 15 of 2017 wef 31/03/2017]
Controller’s duty to provide change of information
386AK.—(1)  A person who is a registrable controller in relation to a company or foreign company who knows, or ought reasonably to know that a relevant change has occurred in the prescribed particulars of the registrable controller must notify the company or foreign company of the relevant change —
(a)stating the date that the change occurred; and
(b)providing the particulars of the change.
(2)  The person mentioned in subsection (1) must comply with the requirements of that subsection within such period as may be prescribed after the date on which that person first knew or ought reasonably to have known of the relevant change.
(3)  A person need not comply with the requirements of subsection (1) if the person has received a notice from the company or foreign company under section 386AH(1) and has complied with the requirements of the notice within the time specified in the notice for compliance.
(4)  Any person who fails to comply with subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(5)  For the purposes of this section, a relevant change occurs if —
(a)a person ceases to be a registrable controller in relation to the company or foreign company, as the case may be; or
(b)there is a change in the person’s contact details or such other particulars as may be prescribed.
[Act 15 of 2017 wef 31/03/2017]
Nominee directors
386AL.—(1)  A director of a company incorporated on or after the appointed day —
(a)who is a nominee must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after the date of incorporation; and
(b)who becomes a nominee must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after the director becomes a nominee.
(2)  A director of a company incorporated before the appointed day —
(a)who is a nominee must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 60 days after the appointed day; and
(b)who becomes a nominee must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after the director becomes a nominee.
(3)  A director of a company mentioned in subsection (1) or (2) must inform the company —
(a)that he ceases to be a nominee within 30 days after the cessation; and
(b)of any change to the particulars provided to the company under that subsection within 30 days after the change.
(4)  A company must keep a register of its directors who are nominees (called in this Part the register of nominee directors) in such form and at such place as may be prescribed.
(5)  Subject to section 386AM, a company must not disclose, or make available for inspection, the register of nominee directors or any particulars contained in the register of nominee directors to any member of the public.
(6)  If a director fails to comply with subsection (1), (2) or (3), the director shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(7)  If a company fails to comply with subsection (4) or (5), 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 $5,000.
(8)  In this section, a director is a nominee if the director is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.
(9)  In this section, “appointed day” means the date of commencement of section 47 of the Companies (Amendment) Act 2017.
[Act 15 of 2017 wef 31/03/2017]
Power to enforce
386AM.—(1)  The Registrar or an officer of the Authority may —
(a)require a company or foreign company to which this Part applies to produce its register, its register of nominee directors and any other document relating to those registers or the keeping of those registers;
(b)inspect, examine and make copies of the registers and any document so produced; and
(c)make such inquiry as may be necessary to ascertain whether the provisions of this Part are complied with.
(2)  Where any register or documents as are mentioned in subsection (1) are kept in electronic form —
(a)the power of the Registrar or an officer of the Authority in subsection (1)(a) to require the register or any documents to be produced includes the power to require a copy of the register or documents to be made available in legible form and subsection (1)(b) is to accordingly apply in relation to any copy so made available; and
(b)the power of the Registrar or an officer of the Authority under subsection (1)(b) to inspect the register or any documents includes the power to require any person on the premises in question to give the Registrar or the officer of the Authority such assistance as the Registrar or officer may reasonably require to enable the Registrar or officer to inspect and make copies of the register or documents in legible form, and to make records of the information contained in them.
(3)  The powers conferred on the Registrar or an officer of the Authority under subsections (1) and (2) may be exercised by a public agency to enable the public agency to administer or enforce any written law.
(4)  Any person who fails to comply with any requirement imposed under subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000.
(5)  This section applies in addition to any right of inspection conferred by section 396A.
(6)  In this section, “public agency” means a public officer, an Organ of State or a ministry or department of the Government, or a public authority established by or under any public Act for a public purpose or a member, an officer or an employee, or any department, thereof.
[Act 15 of 2017 wef 31/03/2017]
Central register of controllers
386AN.—(1)  This section applies where the Minister, by notification in the Gazette, directs the Registrar to maintain a central register of controllers of companies and foreign companies.
(2)  Where the Minister has directed the Registrar to maintain a central register of controllers of companies and foreign companies under subsection (1) —
(a)the Registrar must keep a central register of controllers consisting of the particulars contained in the registers kept by companies and foreign companies to which this Part applies; and
(b)the Registrar must require any company or foreign company to which this Part applies to lodge with the Registrar —
(i)all particulars contained in the company’s or foreign company’s register maintained under section 386AF; and
(ii)all updates to the company’s or foreign company’s register that occur after the lodgment of the particulars under sub‑paragraph (i).
(3)  A lodgment mentioned in subsection (2)(b) must be made in such form and manner, and within such time, as may be prescribed.
(4)  If a company or foreign company fails to comply with subsection (2)(b) 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 $5,000.
(5)  Except in such circumstances as may be prescribed, the Registrar must not disclose, or make available for inspection, the central register of controllers of companies and foreign companies kept by the Registrar under this section to any member of the public.
[Act 15 of 2017 wef 31/03/2017]
Codes of practice, etc.
386AO.—(1)  The Registrar may issue one or more codes, guidance, guidelines, policy statements and practice directions for all or any of the following purposes:
(a)to provide guidance to companies or foreign companies, or to both, in relation to the operation or administration of any provision of this Part;
(b)generally for carrying out the purposes of this Part.
(2)  The Registrar may publish any such code, guidance, guideline, policy statement or practice direction, in such manner as the Registrar thinks fit.
(3)  The Registrar may revoke, vary, revise or amend the whole or any part of any code, guidance, guideline, policy statement or practice direction issued under this section in such manner as the Registrar thinks fit.
(4)  Where amendments are made under subsection (3) —
(a)the other provisions of this section apply, with the necessary modifications, to such amendments as they apply to the code, guidance, guideline, policy statement and practice direction; and
(b)any reference in this Act or any other written law to the code, guidance, guideline, policy statement or practice direction however expressed is to be treated, unless the context otherwise requires, as a reference to the code, guidance, guideline, policy statement or practice direction as so amended.
(5)  The failure by any person to comply with any of the provisions of a code, guidance, guideline, policy statement or practice direction issued under this section that applies to that person does not of itself render that person liable to criminal proceedings but any such failure may, in any proceedings whether civil or criminal, be relied upon by any party to the proceedings as tending to establish or to negate any liability which is in question in the proceedings.
(6)  Any code, guidance, guideline, policy statement or practice direction issued under this section —
(a)may be of general or specific application; and
(b)may specify that different provisions apply to different circumstances or provide for different cases or classes of cases.
(7)  It is not necessary to publish any code, guidance, guideline, policy statement or practice direction issued under this section in the Gazette.
[Act 15 of 2017 wef 31/03/2017]
Exemption
386AP.  The Minister may, by order in the Gazette, exempt any person or class of persons from all or any of the provisions of this Part.
[Act 15 of 2017 wef 31/03/2017]