Electronic Register of Members (eROM)

The Electronic Register of Members (eROM) is a centralised register maintained by the Registrar of Companies (which is part of the Accounting and Corporate Regulatory Authority or ACRA) for private companies in Singapore. This system was implemented on and after 3 January 2016.

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Here’s a detailed breakdown of the eROM:

• Purpose and Rationale:
  • The eROM was introduced to improve accessibility and eliminate duplication by providing the public with a single, authoritative source of information on a company’s membership.
  • It also gives effect to modified recommendations from the Steering Committee for Review of the Companies Act, which suggested that the information kept by ACRA regarding the register of members should be definitive.
  • The system was designed to be technology-neutral to enable electronic means to be adopted for incorporation and other transactions.

• Applicability:
  • The eROM is specifically for private companies.
  • Public companies (whether listed or not) are still required to maintain their own registers of members. This is because for listed companies, the company itself needs to track share movements, and for non-listed public companies (like those limited by guarantee), expanding ACRA’s database to thousands of members would have cost implications.
  • Private companies incorporated or converted from public companies before 3 January 2016 were required to lodge the necessary information for inclusion in the eROM within specified dates (earlier of 6 months after 3 January 2016, or the date their first annual return was due). These pre-existing private companies also had to continue keeping their old physical registers for 7 years after 3 January 2016.

• Contents of the eROM:
  • The eROM contains information notified to the Registrar on or after 3 January 2016.
  • It includes:
    • Names of the members.
    • Residential address and contact address (if the member is an individual) or address (if otherwise) of each member. The Registrar is to keep the address of an individual member as their residential address and, until a change is lodged, also as their contact address, and this contact address is made available for public inspection.
    • For companies with a share capital, a statement of shares held by each member, including the amount paid or agreed to be considered as paid on the shares.
    • The date of every allotment of shares to members (including deemed allotments) and the number of shares comprised in each allotment.
    • The date on which each person’s name was entered in the register as a member.
    • The date on which any person ceased to be a member during the previous 7 years.
    • Any changes to the above information.
  • If a private company converts shares into stock and notifies the Registrar, the eROM will show the amount of stock or number of stock units held instead of shares.

• Maintenance and Updating:
  • The Registrar keeps and maintains the eROM for every private company.
  • The company has the obligation to update the Registrar of any changes to the prescribed information.
  • The Registrar updates the eROM based on information lodged by the company regarding changes, including share allotments, share transfers, and share repurchases/cancellations. For instance, an allotment or transfer of shares in a private company does not take effect until the eROM is updated by the Registrar.

• Access and Privacy:
  • Any person may, on payment of a prescribed fee, inspect the eROM or require a copy/extract from it.
  • However, a director, chief executive officer, secretary, auditor, or member of a private company may inspect the eROM or obtain a copy/extract without charge.
  • The residential address of an individual member contained in the eROM may be excluded from public inspection or access if requested. Where a document is submitted via the electronic transaction system, and an individual’s residential address is entered, the Registrar must cause it to be excluded from public inspection.

• Legal Standing:
  • An entry in the eROM is considered prima facie evidence of the truth of any matters required or authorised to be entered therein.
  • If a person’s name is wrongly entered or omitted from the eROM, an application can be made to the Court for rectification of the register. This procedure is available for the electronic register.

• Integration:
  • The eROM is maintained within the electronic transaction system, often referred to as BizFile, operated by ACRA. All lodgments and most applications to the Registrar under the Companies Act are made online through BizFile.
  • Companies need to use platforms like MAS-Tx for submissions to MAS, which can include financial regulatory forms that might involve company details impacting registers.MASNET is the communication network for electronic submissions to MAS.The Electronic Register of Members (eROM) is a centralised register maintained by the Registrar of Companies (which is part of the Accounting and Corporate Regulatory Authority or ACRA) for private companies in Singapore. This system was implemented on and after 3 January 2016.