[Applicable to Singapore]
Register of Nominee Directors and Public Register of Members
The following two Registers are not as complicated as the Register of Registrable Controllers. However they are necessary as of March 31, 2017. You are required to disclose the status of nominee directors explicitly and maintain the particulars of nominators in the Register of Nominee Directors. While it is not a public register, access must be given to officers of public agencies in the event of any enquiry. Similar to the existing requirement on public companies, foreign companies are also required to maintain a public register of members or shareholders.
Effective as of September 15, 2016 and mandatory by end of 2017, CorpPass is a corporate digital identity for all entities registered with ACRA or with a Unique Entity Number (UEN) to transact online with government agencies. You might be more familiar with using Singpass for your corporate transactions currently, but the government is phasing out the use of that.
There are a variety of CorpPass roles you can take on and assign to your employees.
1.) Registered Officer (RO)
The RO(s) is the person(s) whose name is officially registered with the entity, aka person(s) registered with ACRA or any of the other UEN-issuance agencies. The shareholder, partner, director, or corporate secretary can all qualify as a RO. Only the RO can nominate and approve new CorpPass Administrators.
2.) CorpPass Administrator (CorpPass Admin)
The CorpPass Admin is permitted to create CorpPass accounts and typically already manages Government-to-Business (G2B) transactions on behalf of the company. The Director of Corporate Services (Admin / Finance / Human Resources) or any person(s) authorised by the RO can fulfil the CorpPass Admin role. For smaller organisations, the RO may assume the role of a CorpPass Admin. Note that you can only have a maximum of 2 CorpPass Admins.
3.) CorpPass Sub-Administrator (CorpPass Sub-Admin)
The CorpPass Sub-Admin is as its name suggests, a person authorised by the CorpPass Admin to help manage CorpPass accounts and digital service access on behalf of the company. Note that you can only have a maximum of 10 CorpPass Sub-Admins.
4.) CorpPass Enquiry User and CorpPass User
The two roles are essentially similar. Both user accounts can be used to transact with government digital services, and to view details of the company’s CorpPass setup. Note that there is no restriction on the number of CorpPass Enquiry Users and CorpPass users.
Registration and Setting Up of CorpPass
The registration and setup process is fairly easy, with merely 5 steps to follow:
Step 1: RO with UEN or Singpass logs on www.corppass.gov.sg
Step 2: RO registers a maximum of 2 CorpPass Admins
Step 3: CorpPass Admin creates CorpPass accounts (CorpPass Sub-Admin / CorpPass Enquiry User / CorpPass User) for users within your company
Step 4: CorpPass Admin can restrict digital service access (ability to transact with a particular government agency) for the various CorpPass account types
Step 5: CorpPass Admin maintains CorpPass account
Advice to Startups and Businesses on Staying in Compliance
The new rules could be perceived as complex but understanding these regulations and how they could impact your startup is key, especially if you already own a presence in Singapore or are about to access Singapore.
There will be consequences involved should you not comply with the rules and regulations. Notably, non-compliance with the Register of Registrable Controllers can incur a maximum penalty of $5,000.
Do drop an email to your corporate secretary should you need help with your compliance matters.
You can view Part I of this article here.
The views expressed in this column are the author's own and do not necessarily reflect this publication's view, and this article is not edited by Singapore Business Review. The author was not remunerated for this article.
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Satish Bakhda is the Chief Operating Officer at Rikvin. He brings with him over 15 years of experience in the corporate services industry and is a regular speaker at marketing events around the world. He is also a consultant on matters relating to incorporation, relocation, accounting and taxation in Singapore.