A Quick Guide on Managing Registers

A Quick Guide on Managing Registers

The latest amendment of the Singapore Companies Act states that every company is required to maintain up-to-date electronic registers of officers and agents of the company who occupy certain important positions at the firm.

The Accounting and Corporate Regulatory Authority (ACRA) is responsible for maintaining company registers in electronic formats and ensuring that all companies in Singapore are complying with their requirement to file up-to-date registers. Except for the Register of Registrable Controllers, members of the public can access every register.

Company registers are important because they allow the public to conduct due diligence on businesses in Singapore and the people who operate them. Consequently, registers increase the transparency of the corporate sector in Singapore and facilitate trade and interactions among businesses and members of the public.

In this short guide, we’ll discuss each register, list the information that companies must provide ACRA for each one, talk about how to view and update your registers, and discuss what happens if you forget to update them.

Register of Business & Company Documents

For the Register of your Business & Company Documents, it is required to submit the accurate records of the following information:

  • Application for new company name
  • Incorporation of local company
  • Changes in company information including Appointment / Cessation Company Officers / Auditors  
  • Records of transfer of shares / Updated list of Members
  • Filing of Annual Return by local company for Financial Year Ending (FYE)

Register of Members

For the Register of Members (also known as shareholders), companies must submit and maintain up-to-date records of the following information for each member:

  • The full name and residential address
  • The date that each member became a member
  • The cessation dates for any individual that ceased to be a member in the previous seven years
  • The number of shares held by each member, the share certificate number, and the amount paid on the shares by the member
  • The share allotment number and the date when shares are allotted to members

All companies must update ACRA via BizFile+ when there are changes to share ownership and other shareholder information.  

Register of Chief Executive Officers (CEOs)

Companies must submit the following information for each CEO for the Register of Chief Executive Officers (CEOs):

  • The full name, residential address, nationality, and proof of personal identification
  • An alternate address (optional)
  • The date of appointment and, if applicable, cessation

Register of Secretaries

For the Register of Secretaries, the following information is required for each secretary:

  • The full name, residential address, and proof of personal identification
  • An alternate address (optional)
  • The date of appointment and, if applicable, cessation

Register of Auditors

If your company has auditors, then you must file a Register of Auditors with ACRA and provide the following information for each auditor:

  • The full name and proof of personal identification
  • An address where you can contact the auditor(s)
  • The date of appointment and, if applicable, cessation

Register of Directors

The Register of Directors must contain the following for each director:

  • The full name and former name (if applicable)
  • The residential address
  • An alternate address (optional)
  • The date of appointment and, if applicable, cessation

Register of Registrable Controllers

Unless exempted, every company that was incorporated in Singapore must create and maintain a Register of Registrable Controllers (RORC) within 30 days of the date of incorporation. A controller, also known as a beneficial owner, is an individual or legal entity that has a significant interest in or control over a company.

The RORC is particularly important because it provides transparency regarding who owns and controls the company. It must contain the following information for each controller:

  • The full name (in alphabetical order)
  • The residential address, date of birth, nationality, and alias (if applicable)
  • The identity card number or passport number
  • The date of appointment and, if applicable, cessation

You must keep a copy of your company’s RORC at your registered office address or the office of your authorized corporate service provider. ACRA also maintains a central RORC of all incorporated companies in Singapore, which means that you must also provide and maintain an up-to-date version of your RORC with ACRA. Only law enforcement agencies can access this central RORC.

Companies are legally required to file updates to their RORC with ACRA within two business days of the changes.

How Do You View and Update the Registers?

The company secretary is responsible for maintaining company registers. If you are the secretary, you can view and lodge changes through BizFile+ afterwhich the registers will be updated on ACRA.

By keeping everything online, changes will be immediately sent to ACRA rather than being delayed through the mail. That said, companies are also allowed to keep hard copies of their registers.

What Happens If I Forget to Update My Registers?

Companies in Singapore are legally required to keep up-to-date versions of their registers. If a company fails to meet this obligation, the company secretary will be liable for the resulting damage that the firm suffers.

In some cases, the company and its officers may even be guilty of a criminal offence and fines of up to S$5,000.

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