Raffles Consulting Services
A foreign company must keep a public register of members in Singapore, support inspection and provide permitted copies on request.
A foreign company public register of members must be kept in Singapore and made available for public inspection unless a specific exemption applies. The branch should identify its members under the law of its home jurisdiction, record the required share details, notify ACRA where the register is kept and operate a controlled inspection and copy process.
This register is different from the register of registrable controllers. The member register is public. Controller information is restricted and must not be handed to a member of the public who asks to inspect corporate records.
Confirm who belongs in the foreign company public register of members
The current ACRA guide on a foreign company’s public register of members says all foreign companies registered under the Companies Act must maintain the register, subject to the listed-company exemption regulations. The foreign company determines who its members are under the legislation of its jurisdiction.
For this reason, do not assume the beneficial owners, controllers and members are the same people. A nominee, custodian or corporate shareholder may appear as a member under the home-country register while another person has ultimate control. Keep each Singapore register to its own statutory purpose.
Obtain the current home-country register, constitutional documents and evidence of changes. Have home-country counsel or the company secretary confirm how membership is legally determined if the ownership structure uses bearer restrictions, depository interests, trusts or another unfamiliar form.
Record the required share information
The Singapore register should state the names and addresses of members, the number of shares held by each member and the amounts paid on those shares. Use the same legal names, addresses, classes and currency descriptions that appear in the controlled home-country records.
In practice, create a reconciliation between the opening Singapore register and the source register. Record the source date, preparer, reviewer and any difference. If a share transfer, allotment, redemption or address change occurs, update the member record through the company’s normal home-country process and then update the Singapore register promptly.
Do not use a cap table prepared for fundraising as the legal register without verification. Cap tables often include options, warrants and fully diluted percentages that are useful commercially but do not show current legal membership in the required form.
Choose and notify the Singapore location
ACRA permits the register to be kept at the foreign company’s registered office or another location in Singapore. It may be electronic or hardcopy. An electronic file kept on a computer in Singapore can qualify, but the company still needs a process that makes the register available for lawful inspection.
At the same time, notify ACRA of the address where the register is kept. If that address changes, ACRA states that the foreign company must notify it within 30 days. Link this deadline to any registered-office move or corporate service provider change.
The ACRA post-registration guide for foreign companies lists the public register of members among the records to establish after registration. Assign a named local custodian and a backup. A register that exists only in an overseas system may not be available when a valid Singapore inspection request arrives.
Separate public and restricted registers
Prepare an access matrix covering the public register of members, the register of registrable controllers, nominee information and ordinary corporate files. Mark who may inspect each record and who may authorise disclosure.
As a result, the public register should not be stored in a folder that automatically exposes controller evidence, identity documents or correspondence. Provide the minimum lawful record for inspection. Keep restricted supporting material in a separate permission group.
Train the registered-office team to recognise the difference. If a visitor asks for the “ownership register”, staff should clarify which record is requested rather than opening the wrong file. Escalate unusual or aggressive requests to the authorised representative and legal adviser.
Run the inspection and copy process consistently
Members may inspect the register without charge. A foreign company may charge another person S$1 per inspection or a lower amount set by the company. Record the requester’s name, contact details, date, request scope, fee, appointment time and staff member handling access.
For example, provide supervised access in a suitable area or through a controlled electronic view. Prevent alteration, bulk export and access to adjacent files. The company should not use unnecessary barriers to defeat a lawful inspection, but it may manage security and preserve an audit trail.
ACRA states that a requested copy must be delivered within 21 days from the day after the request is received, unless ACRA considers a longer period reasonable. The fee is S$1 per page or a lower amount set by the company and may be collected in advance. The copy can include only the member names, addresses, shares held and amounts paid.
| Request stage | Record to keep | Control |
|---|---|---|
| Receipt | Date, requester and exact scope | Confirm the public member register is requested |
| Identity and fee | Member status or inspection charge | Apply the published fee consistently |
| Inspection | Appointment and staff log | Prevent access to restricted registers |
| Copy | Pages supplied and delivery date | Include only permitted member information |
| Exception | Advice and decision record | Escalate rather than improvise |
Review the register after every ownership event
Add the Singapore register to the completion checklist for a transfer, allotment, capital reduction, merger or other change in membership. The home-country effective date and source records should be clear before the Singapore record is amended.
In addition, perform a quarterly comparison even when no transaction is reported. Obtain a fresh confirmation from the head-office company secretary. Record nil changes as a completed control rather than assuming silence means the register remains current.
The authorised representative should receive an exception report covering overdue updates, unverified addresses, unmatched share totals, open inspection requests and any ACRA location notification. The parent board remains responsible for supporting the branch with correct records.
Keep the register usable during service-provider changes
When the registered office or corporate service provider changes, transfer the current register, change log, inspection log and open requests before access is revoked. Confirm the new Singapore location and file the required notice within the applicable period.
For this reason, the foreign-company entry guide is the pillar cornerstone. The branch registration checklist covers the initial filing, and the authorised representative guide covers local oversight. The Singapore Market Entry and Domiciliation hub connects related guidance.
A well-run member register lets a lawful request be answered without exposing confidential controller records or searching overseas systems under deadline pressure. The control is small, but it tests whether the branch’s corporate records are genuinely maintained in Singapore.