All About Creating a Shareholders' Register for a Singapore Firm

Singapore is routinely recognized as among the greatest places to do business globally.

All About Creating a Shareholders' Register for a Singapore Firm

Singapore is routinely recognized as among the greatest places to do business globally.

One of the best service providers that offer assistance with Shareholder’s companies of Singapore is IMC. They offer various company solutions to help SMEs, investors, etc. However, when it refers to the shareholder registration in Singapore, there are two sorts of significant registers here:

  • Register of Members
  • Register of Substantial Shareholders

Public firms are capable of keeping their respective shareholder registries. The Accounting and Corporate Regulatory Authority (ACRA) is in charge of keeping computerized shareholder registries for private firms.

All shareholders are recorded in the register of members, and a major shareholder is included in the substantial shareholders’ register. This post will go into great depth on both sorts of registers. So, let’s begin with knowing about members and shareholders.

Members

An individual with their name recorded in a company’s register as a member is considered the member. The register contains all information about the member, such as name, occupation, address, date of joining, etc.
Shareholders

A ‘Shareholder’ is a person who possesses a share in a publicly or privately owned firm. A share subscriber will not consider a shareholder until the shares are physically assigned. The shareholders own the corporation to the degree of the share capital that they own.

Now you have a brief understanding of the members and shareholders of a company. So, its time to know about the types of registers prepared in Singapore companies.

All about Register of Members
For every share, a distinct register of members must be created. Rule 3(1) requires any firm limited by shares to keep a record of their members in Form MGT- 1 from its establishment date.
Know About its Location and Format

For several private companies, ACRA Singapore maintains an electronic register of members. IMC saves your effort and tension by using their checklist to acquire all you need before forming a company with ACRA.

Public firms can preserve their registers in either electronic form or hardcopy. However, if the register is held electronically, the public corporation must guarantee that it can be printed in paper form.

Now, talking about the location, the register of members held by public businesses can be found at:

  • Their registered address
  • The public company’s offices in which the register was created; or
  • The individual hired by the public corporation to compile the register is the office

When must the Member's Register be Modified

Whenever an event happens that causes the material on the register to be inappropriate or outdated, the register of members will be modified. Among these are the following:

  • Shares Transfers
  • Buyback of the shares by the Corporation

Private Firms: After the appropriate documentation for the specific transaction is presented to ACRA; it will amend the digital register of members for private companies. For instance, if there are any transfers of shares, the private firms must file a notification of share transfer at ACRA. IMC offers the best services in this regard. However, the change will not become effective until ACRA receives the transfer notification and updates the computerized member register.

Public Firms: It is the responsibility of public corporations to keep their registrations up to date. If the register contains mistakes or is not maintained in a reasonable timeframe, the concerned member can approach the firm to rectify it after examining it for inconsistencies. If the firm refuses to cooperate, the member may, as the last option, apply to the court for correction of the register.

Penalties in case of Failure of Maintaining or Upgrading the Registers
If a public corporation fails to keep or amend the register as per the Companies Act, the firm would violate the law and face a $1,000 punishment.
All About Substantial Shareholders Registers
A substantial shareholder owns or has a stake in 5% of a company’s voting shares in the firm. Regardless of whether it is public or private, all firms must keep this register.
What is the Purpose of a Registry for large shareholders?
Register for substantial shareholders keeps track of the information of the company’s substantial shareholders. For instance, their names and shareholdings.
What is the Objective of a Register of Members?

Every Singapore company maintains a record of members. The register of members is documentation of the company’s members and comprises information such as:

  • The members’ names and addresses
  • A statement of every member’s shareholding
  • The date and the individual that was added to the registry as a member; and
  • The date on which the individual was ceased as a member
Who is responsible for requesting or inspecting a copy of the registers of members?

Anyone may see and obtain a copy of the membership register. For example, a person who desires to see the register of members of a public company can approach the firm and ask for the register’s copy.

If you work for a private firm, you may get a free copy of your own business’s registers from the iShop@ACRA e-shop on the BizFile+ portal. However, you need any advice or assistance regarding such corporate and legal contexts, IMC is always there to support you.

Want to learn more about Creating a Shareholders' Register?

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Know What Content is Included in this Register

The following names, alphabetically, should appear on the register of major shareholders:

  • Names of individuals who have provided the corporation with notice of their large ownership under Section 82 of the Companies Act
  • The information contained in the notices issued under sections 83 and/or 84 relates to ownership changes and shareholding cessation, respectively
Likewise, the register should be modified anytime one of the following events occurs:
  • An individual becomes a significant stakeholder. In this situation, the register should include the shareholder’s name, location, and full details of the voting shares he owns
  • A large shareholder’s name, interest in the company’s voting shares, and address have changed
  • An individual no longer has a significant share of the company’s stock
Know about its Location and Format
The registry of major shareholders can be preserved in either electronic or hardcopy format. If the register is held electronically, the corporation must guarantee that it can be duplicated in hardcopy form. The register should be maintained at the company’s registered office. If it doesn’t have a registered office, it must be kept at its corporate headquarters.
Who has access to the registry of significant shareholders?
Current firm members are entitled to free access to the record of major shareholdings, whereas non-members could be levied up to $2. Furthermore, the corporation may charge up to $1 for each page of the duplicated register.
Penalties for failing to keep a record of significant shareholders
Suppose a corporation fails to keep a record of major shareholders as required by the Companies Act. In that case, the firm and each officer of a company could be penalized to $5,000, plus a $500 punishment for each day the infringement remains after their guilt.

Other Relevant Registers

Firms must have a register of controllers supplementary to the registration of members and a record of major shareholders. The Companies Act defines a “controller” as an individual or firm with a considerable interest or influence over the company.

When a person or corporation has “significant control,” they can have the following advantages:

  • Holds the authority to nominate or dismiss directors who have a majority of the electorate rights at board meetings;
  • Possesses over 25% of the voting rights on topics to be resolved by a vote of the company’s members; or
  • Gains substantial control or influence over the firm or has the power to do so

Conclusion

Managing and upgrading the register of substantial shareholders and members is an administrative operation usually outsourced to spare precious man-hours for other company activities. However, several companies may prefer to hire a professional services provider to help them complete the essential registrations with ACRA and regularly upkeeping and updating the registers.

IMC is one of the best consultancy service providers to rely upon when you require any corporate services in these contexts. At IMC, the primary goal is to deliver complete solutions to meet the clients’ individual needs.

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