Requirement to identify individuals with executive control as registrable controller(s) comes into under the Companies Act and Limited Liability Partnerships Act comes into effect
October 2022
Companies and Limited Liability Partnerships (LLPs) which are unable to identify a registrable controller who has a significant interest in or significant control, are required to identify individuals with executive control as their registrable controller(s).
For companies, directors with executive control and the Chief Executive Officer must be identified as its registrable controller(s). A director with executive control, in relation to a company, is a director of the company who exercises executive control over the daily or regular affairs of the company through a senior management position. This could include a director that has the power or authority to make decisions that could:
(i) affect the whole or a significant part of the business of the company (e.g. enter the company into significant contracts; appoint key employees of the company); and/or
(ii) significantly affect the financial standing of the company (e.g. take up a significant loan on behalf of the company; manage key assets of the company).
A CEO, in relation to a company, is any one or more persons, by whatever name described, who (a) is in direct employment of, or acting for or by arrangement with, the company; and (b) is principally responsible for the management and conduct of the business of the company.
For LLPs, partner(s) with executive control must be identified as its registrable controller(s). A artner with executive control, in relation to a LLP, is a partner of the LLP who exercises executive control over the daily or regular affairs of the LLP through a senior management position. This could include a partner that has the power or authority to make decisions that could:
(i) affect the whole or a significant part of the business of the LLP (e.g. enter the LLP into significant contracts; appoint key employees of the LLP); and/or
(ii) significantly affect the financial standing of the LLP (e.g. take up a significant loan on behalf of the LLP; manage key assets of the LLP).
Companies and LLPs which were previously unable to identify a registrable controller are now required to record the prescribed particulars of individuals with executive control in their existing Register of Registrable Controllers by 5 December 2022. The same information must also be lodged with the ACRA central register within 2 business days after any update(s) to their own Register of Registrable Controllers.
ACRA has issued guidance for companies, that can be found at https://www.acra.gov.sg/docs/default-source/default-document-library/compliance/register-of-controllers/acra-guidance-on-register-of-controllers-for-companies-(v1-7)-(4-oct).pdf and for limited liability partnerships at https://www.acra.gov.sg/docs/default-source/default-document-library/compliance/register-of-controllers/acra-guidance-on-register-of-controllers-for-llps-(v1-7)-(4-oct).pdf