By Boo Kok Chuon
All companies are required to have their registered office addresses in Singapore. The registered office address is for the purpose of receiving any notices, mails or documents. It is also the default address where official documents can be served upon, the location where official records and documents of the company have to be kept, and the official contact address of the company[1]. The Registered Office address does not have to be the address of the business. Companies can choose to adopt the addresses of their corporate service provider or a professional firm at a fee, however, they must ensure the addresses adopted cannot be disrupted at all times.
Any changes to the registered office address must be updated with ACRA within 14 days from the date of change. Failure of which could constitute an offence for both the company and its officer, where both could be fined up to S$5,000 each, upon conviction[2].
Companies must ensure that their statutory registers are up to date and kept in the registered office at all times. If it is kept in a separate location, it is obliged to lodge a notice to ACRA of the place where it is kept within 14 days. The list of statutory registers include:
- Electronic Register of Members (EROM)[3]
- Register of Directors, Chief Executive Oficers, Secretaries and Auditors[4]
- Register of Directors’ and Chief Executive Officer’s Shareholdings[5]
- Register of Charges[6]
- Register of Registrable Controllers
The statutory registers contain particulars of the company’s personnel such as their name, nationality, and identification.
The Register of Directors must include a signed copy of the declarations made by the directors’ consenting to the appointment, and that the directors’ are not disqualified.
Particulars of the registers must be properly updated and maintained. Companies must notify ACRA on any changes including appointment, cessation, change in address, name, nationality, or other identification information promptly. Failure of which could constitute an offence to a fine of not exceeding S$5,000[7].
Register of Registrable Controllers[8]
Companies in Singapore are required to maintain Controller information in the form of a register of registrable controllers. Such information should be readily available to public agencies upon request. This came in force with effect from 31 March 2017, as part of the efforts in counter-terrorism financing and money laundering, in order to continue upholding the status of Singapore as a reputable financial hub.
A Controller refers to a person, whether natural or legal, who possesses “significant interest” in or “significant control” over the company.
The Companies’ accounting records, bank statements, vouchers, and other documents related to the companies’ financial positions and transactions need to be kept properly and accurately.
This article is adapted from the book “Corporate Directions: A Comprehensive Guide for Directors of SMEs in Singapore” published by Iconomy Holdings Pte Ltd. ISBN: 978-981-1461-14-9 (E-Book); ISBN: 978-981-1461-13-2 (Paperback)
[1] Section 387 of the Companies Act
[2] Section 143 of the Companies Act
[3] Section 196A of the Companies Act
[4] Section 173 of the Companies Act
[5] Section 164 of the Companies Act
[6] Section 134 of the Companies Act
[7] Section 173(7B) of the Companies Act
[8] Section 386 of the Companies Act
