New rules in Singapore for the mandatory maintenance of registers of nominee directors and controllers. These rules apply to companies as well as limited liability partnerships.

1. Mandatory
Maintenance
of Registers
Companies (Amendment) Act 2017
Limited Liability Partnerships (Amendment) Act 2017
September 2017
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2. Mandatory Maintenance of Registers | Companies and LLPs
Persons Required by
Registrable
Controllers
Companies incorporated and LLPs
registered in Singapore, as well as foreign
companies registered in Singapore, are
to maintain registers of these persons, in
paper or electronic format, at prescribed
places*.
Nominee
Directors
Nominee Directors to disclose their
nominee status and nominators.
Companies to maintain registers of
nominee directors.
Shareholders
(Public Register)
Foreign companies registered in
Singapore are to maintain a public
register of shareholders.
*Prescribed places refer to a company’s / LLP’s registered office or the registered office of the
registered filing agent.
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To improve the transparency of Companies and Limited
Liability Partnerships (LLPs), Singapore has
implemented changes to the CompaniesAct and LLPs
Act, which have taken effect from 31 March 2017.
All Singapore private companies are now required to maintain a register of
registrable controllers and nominee directors, unless they are exempt from
doing so.
For instance, a company is exempt from maintaining these documents if it is a
financial institution regulated by the Monetary Authority of Singapore (MAS).
The following registers of persons are to be maintained by companies
incorporated/LLPs registered in Singapore, as well as foreign companies registered
in Singapore:
Source: Accounting and Corporate Regulatory Authority
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3. 3
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Who are
Registrable
Controllers &
Nominee
Directors?

4. 4
Registrable
Controllers
An individual or a legal entity that has a “significant interest” in,
or “significant control” over the company.
Based on
Significant Interest
Based on
Significant Control
Companies with Share Capital
• Interest in more than 25% of shares.
• Shares with more than 25% of total
voting power in the company.
Companies without Share Capital
• Right to share in 25% of the capital or
profits of the company.
• Holds the right to appoint or remove
directors who hold a majority of the voting
rights at directors’ meetings.
• Holds more than 25% of the rights to vote on
matters that are to be decided upon by a vote
of the members of the company.
• Exercises, or has the right to exercise,
significant influence or control over the
company.
Companies
Mandatory Maintenance of Registers | Companies and LLPs
Source: Accounting and Corporate Regulatory Authority

5. 5
Registrable
Controllers
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An individual or a legal entity that has a “significant interest” in,
or “significant control” over the LLP.
Based on
Significant Interest
Based on
Significant Control
Holds, directly or indirectly, a right to
share in more than 25% of the capital,
or more than 25% of the profits, of the
LLP; or a right to share more than 25%
of any surplus assets of the LLP on a
winding up.
• Holds the right, directly or indirectly, to ap-
point or remove the manager of the LLP, or if
the LLP has more than one manager, a major-
ity of the managers of the LLP.
• Holds the right, directly or indirectly, to ap-
point or remove the persons who hold a ma-
jority of the voting rights at meetings of the
management body of the LLP.
• 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 LLP.
• Has the right to exercise, or actually
exercises, significant influence or control over
the LLP.
LLPs
Source: Accounting and Corporate Regulatory Authority
LLPs

6. Nominee
Directors
Mandatory Maintenance of Registers | Companies and LLPs
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.
The obligation to act in accordance with the directions, instructions or wishes of any
other person may arise from legal obligations (e.g. contract; trust) or informal
arrangements.
For example, a director is a nominee of a person with a shareholding in a company if
he is appointed by that person to the board of directors of the company, and he acts in
accordance with the directions, instructions or wishes of that person.
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Source: Accounting and Corporate Regulatory Authority

7. © 2017 First Trust Corporate Services Pte Ltd
Disclaimer
This information is provided by First Trust Corporate Services Pte Ltd (“First Trust”). First
Trust takes reasonable measures to ensure the information made available in this write up
is accurate. It should be noted however that the contents of this write up has been pre-
pared for general information purposes only. You are strongly recommended to consult
your accountant, lawyer, tax adviser or company secretary prior to taking any action based
on the information in this write up as certain information may, in time become outdated or
is no longer accurate. First Trust takes no responsibility for any loss, damage, liability or
action arising as a result of using the information obtained hereof.
While all reasonable care has been taken in the preparation of this brochure, neither First
Trust nor any of its members, directors, or employees accept any responsibility for any
error it might contain or for any loss, howsoever caused, incurred by any person as
a result of relying on this brochure.
Information as at 15 September 2017.
Contact information
First Trust Corporate Services Pte Ltd
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#05-02 AXA Tower
Singapore 068811
tel +65 6223 7757
fax +65 6223 7737
www.first-trust.com.sg
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