Understanding Register of Substantial Shareholders


We had previously touch on Register of Members which contains information of all shareholders, past and present, of a company. What many private limited companies might overlook is to set up and maintain the Register of Substantial Shareholders (“ROSS”). This blog post will discuss the ROSS, as required under the Companies Act, Chapter 50 (the “Act”) in more detail.

What is ROSS?

ROSS sets out the information of shareholders who hold no less than 5% of the voting shares in the company. It is required to be maintained by all companies incorporated in Singapore, be it private or public.

Information on substantial shareholder(s) is based on notifications received from substantial shareholder(s) pursuant to the following sections of the Act: -

Relevant Section of the Act Circumstance Timeline
82 Notice from a new substantial shareholder Within 2 business days after becoming a substantial shareholder
83 Notice from existing substantial shareholder on changes in percentage level of interests Within 2 business days after becoming aware of such a change
84 Notice from existing substantial shareholder on cessation of interests Within 2 business days after ceasing to be a substantial shareholder

You may wish to note that the responsibility lies with the substantial shareholder(s) to notify your Company pursuant to the aforesaid sections of the Act. Upon receipt of notification(s) from substantial shareholder(s), the ROSS must be updated accordingly.

Apart from updating the ROSS, a listed company has to release public announcement via SGXnet upon receipt of notification from a substantial shareholder, who has to use the notification form prescribed by Monetary Authority of Singapore. However, we will not dwell into that in this blog post.

Content in the ROSS

As mentioned, the notification from the substantial shareholder to your Company will be used to update the ROSS. The information will include the following:

  1. Name of substantial shareholder;
  2. Address of substantial shareholder;
  3. Date of acquisition/change/cessation of interest; and
  4. Circumstances giving rise to the interest/change in interest/ cessation of interest e.g. details of acquisition(s), disposal(s) or any other circumstances, number and class of shares

Rationale for maintaining ROSS

Maintaining ROSS is a statutory requirement under the Act. You may wish to note that such information may be important to the other shareholders of your Company because substantial shareholders may control sufficient voting rights to influence the decisions of your Company and hence, exercise control over your Company.

Hence, with full knowledge on the substantial shareholders, shareholders of your Company can make an informed decision in respect of their acquisition or disposal of shares in your Company. These provisions also prevent substantial shareholder(s) from accumulating more shares in your Company without the knowledge of the other shareholders.

If you need ready-to-use customisable templates for statutory registers, including ROSS, you may wish to check out our e-shop when you click on the category – Statutory Registers.


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