Statutory Registers of a Singapore Company

The Singapore Companies Act requires every company to maintain certain registers. These statutory registers are a part of the company’s administrative records and are usually maintained as official books. The proper maintenance and updating of these registers is a legal requirement that all companies must fulfill.

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This article will highlight the Statutory Registers a Singapore company has to maintain according to the law. It will detail the information that must be included in each register. In Singapore, the national regulator of business entities (commonly known as Company Registrar in other countries) is a statutory board under the Ministry of Finance and it is called the Accounting and Corporate Regulatory Authority (ACRA).

The article will also provide guidance on how best to comply with the ACRA regulations and keep the registers in order.

Register of Directors, CEOs, Secretaries and Auditors

CONTENTS

This register must maintain the following information about the officers and agents of the company:

  1. Director
    • Full name, former name, residential address,nationality, and identification
    • Alternate address (at the director’s option)
    • Date of appointment and cessation
  2. Chief executive officer (CEO)
    • Full name, residential address, nationality and identification
    • Alternate address (at the CEO’s option)
    • Date of appointment and cessation
  3. Company Secretary
    • Full name, residential address and identification
    • Alternate address (at the company secretary’s option)
    • Date of appointment and cessation
  4. Auditor (if any)
    • Full name and identification
    • Address where the company can contact the auditor
    • Date of appointment and cessation

PLACE OF KEEPING THE REGISTER

The Registrar keeps this register in electronic form.

INSPECTION

The Registrar keeps the register open for inspection by any person on the payment of the prescribed fee.

COPIES OF THE REGISTER

The Registrar allows any person to take a copy or an extract from the register on the payment of a prescribed fee.

COMPANIES THAT NEED TO MAINTAIN THIS REGISTER

Every company.

Register of Director’s and CEO’s shareholding

CONTENTS

This register must maintain the following information about the company officers’ shareholding:

  1. Shares, debentures and participatory interest of the company or any related corporation held by the director.
  2. The rights or options available to the director with respect to either the acquisition, or disposal of shares of the company or any related corporation.
  3. Contracts entered into by directors whereby he or she is entitled to certain benefits.

PLACE OF KEEPING THE REGISTER

Registered office of the company.

INSPECTION

Open to members for inspection without any charge. Any other person can also inspect the register on the payment of $3 or lesser amount that the company determines.

COPIES OF THE REGISTER

The company can provide a copy of the register to any person on the payment of an advance of $1 or lesser amount as the company determines. The company has to submit the copy within a period of 21 days.

COMPANIES THAT NEED TO MAINTAIN THIS REGISTER

Every company.

Register of Substantial Shareholders

CONTENTS

The register must maintain the following information of the substantial shareholders:

  1. Names of shareholders in alphabetical order
  2. Address of the shareholders
  3. Details of voting shares
  4. Change in any of the details

PLACE OF KEEPING THE REGISTER

Registered office of the company or any other place in Singapore where the company has its principal business.

INSPECTION

Open to members for inspection without any charge. Any other person can inspect the register on payment of $2 or lesser as the company sets.

COPIES OF THE REGISTER

The company can provide a copy of the register on the payment of an advance amount of $1 or lesser as the company sets, for every page. The company has to submit the copy within a period of 14 days. The Registrar can also request a copy of the register which the company has to provide within a period of 7 days.

COMPANIES THAT NEED TO MAINTAIN THIS REGISTER

Every company.

Register of Members

CONTENTS

The register must maintain the following information about the members of the company:

  1. Name and address of members
  2. Shares held by each member, the share certificate number and the amount paid on the shares by the member
  3. Date of becoming a member
  4. Cessation dates for any person who ceases to become a member in the previous 7 years
  5. Share allotment number and date when shares are allotted to members
Note
In case of transfer of shares in a private company, the company has to send a notice to the Registrar. No transfer will come into effect unless the Registrar updates the electronic register of members.

PLACE OF KEEPING THE REGISTER

Registered office of the company. If the company makes the register at another office in Singapore or if the company engages another person to make the register on behalf of the company in Singapore, it will keep the register in that office. If the company keeps the register at any place other than the registered office or if the company changes the place of the register, it has to intimate the Registrar within 14 days by means of a notice.

INSPECTION

Open to members for inspection without any charge. Other people who wish to inspect the register can do so by paying $1 or a lesser sum as the company directs.

COPIES OF THE REGISTER

The company can provide a copy of the register to any member or person if they pay an advance amount of $1 or lesser amount as the company sets. The company has to provide the copy within 21 days from the date of request and only if it relates to the names, address, shareholding and amount paid up on shares.

COMPANIES THAT NEED TO MAINTAIN THIS REGISTER

Every public company. Private companies will have an electronic register of members which the Registrar will maintain.

Register of Debenture Holders

CONTENTS

The register must maintain the following information of the debenture holders:

  1. Name and address of the holders
  2. Amount of debentures held

PLACE OF KEEPING THE REGISTER

Registered office or any other place in Singapore. If the company keeps the register at any place other than the registered office of the company, or the place of keeping the register has changed, it will have to notify the Registrar within a period of 7 days.

INSPECTION

Open to debenture holders and shareholders of the company for inspection. The company will close the register for a period of not more than 30 days in the calendar year.

COPIES OF THE REGISTER

The company can provide a copy of the register either to the debenture holder or every shareholder of the company on the payment of $1 for per page. The copy the company provides to the debenture holder should include only his name, address and amount of holding and not include details of any other debenture holder.

COMPANIES THAT NEED TO MAINTAIN THIS REGISTER

Every company that issues debentures

Register of Charges

CONTENTS

This register is a record of the money borrowed or owed by a company for buying property and other assets. The Registrar will maintain the register with the following particulars:

  1. In case of a charge where the holder of a series of debentures is entitled to the benefit
    • Total amount secured as per the series
    • Date when the resolution were passed to authorize the issue of the debenture series
    • Description of the property charged
    • Names of the trustee
  2. In case of other charges
    • Date of charge creation
    • Date of acquiring property (if the charge was existing as on acquired property of the company)
    • Amount secured
    • Description for the identification of property
    • Person entitled to it

In addition to the Registrar, the company will also have to maintain a register of charges with the following particulars:

  1. Charges which affect the property of the company
  2. Floating charges on the property or undertaking
  3. Description of the property charged
  4. Amount of the charge
  5. Person entitled to it

PLACE OF KEEPING THE REGISTER

The Registrar keeps the register of charges when the company submits a charge for registration. The company also maintains a register of charges at its registered office with description of the charges created.

INSPECTION

Open to creditors and members for inspection without any charge. Other people who wish to inspect the register can do so by paying a fee not more than $2 or as the company sets.

COPIES OF THE INSTRUMENT or DEBENTURE

The company can provide a copy of the instrument or debenture to any person on a payment of an amount not exceeding $1. The company should submit the copy within a period of 3 days.

COMPANIES THAT NEED TO MAINTAIN THIS REGISTER

Every company that has created a charge.

FAQs

The company has to maintain its records (which include statutory registers) either in a hard copy form or an electronic form. If in electronic form, the company should be able to convert the electronic records into a hard copy form at any time.
Pursuant to the latest amendment of the Companies Act, the Registrar has to maintain the register of members of private companies in an electronic form.The Registrar maintains this register and updates it as per the change in information provided by the company. The Registrar allows any person to inspect and take a copy or extract of the register on the payment of a prescribed fee.
Whenever there is a change in the particulars of the register, the company, within the timeline prescribed by law, must update the register. The company must also notify the Registrar of the changes.
The Company Secretary has to prepare the statutory registers, and maintain them. The maintenance of the statutory registers is a part of the responsibilities and duties of a company secretary. The directors of the company should also ensure compliance with the requirements of statutory registers.
If the company does not maintain the statutory registers as per the requirement of the law, the company secretary will be liable for the damage that the company will suffer due to this breach. Furthermore, the company as well as its officers may be guilty of an offense and can face penalties.
The company must update the statutory registers to reflect any change in the contents of the register. The company must also notify the changes to the Registrar in a timely manner so that the Registrar can update the information in the registers that it maintains. To ensure proper and timely compliance, it is usually a good practice to engage the services of a reputable corporate services firm that can assist the company in maintaining and updating the registers in accordance with the law.

TABLE OF CONTENTS

  1. Register of Directors, CEOs, Secretaries and Auditors
  2. Register of Director’s and CEO’s shareholding
  3. Register of Substantial Shareholders
  4. Register of Members
  5. Register of Debenture Holders
  6. Register of Charges
  7. FAQs

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