If your company is registered in Singapore as a foreign company, you must keep a register of your members at an address in Singapore, tell ACRA what that address is, and let members of the public inspect it. This is a standing obligation, not a one-off filing.
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
It catches people out because it is unlike almost everything else a branch does. You do not lodge the register with ACRA. You keep it yourself, and what you lodge is the address where you keep it. Unlike a Singapore-incorporated private company, where the Registrar’s electronic register is the legal record, the branch’s register is your document, on your side of the fence, open to anyone who asks.
Here is what belongs in it, who has to keep one, what the deadlines are, and where this quietly goes wrong.
What is a foreign company’s public register of members?
A foreign company, in Singapore terms, is a company incorporated outside Singapore that has registered a presence here under the Companies Act 1967. Most people call it a branch. It is not a separate legal entity: it is the same overseas company, registered to do business in Singapore.
The public register of members is a list of the people and entities that are members of that overseas company, kept in a physical or electronic file in Singapore and available for inspection. Who counts as a “member” is decided by the law of the place where the company is incorporated, not by Singapore law.
The word “public” is doing real work here. This is not an internal record. Anyone can ask to look at it, and you must let them, subject to a small fee.
Where the obligation comes from
Section 379 of the Companies Act 1967 requires a foreign company to keep a register of its members at its registered office in Singapore or at some other place in Singapore, and to lodge a notice with the Registrar specifying that address. Section 380 sets out the contents. Section 381 makes the register prima facie evidence of the matters it is required to contain, which is why sloppy record keeping here has consequences well beyond a compliance tick. You can read sections 379 to 381 on Singapore Statutes Online.
Who has to keep one, and by when?
Every foreign company registered under the relevant Division of the Companies Act 1967 has to keep one. There is a narrow exemption route for certain listed foreign companies under the Companies (Listed Foreign Companies, Exemption from section 379) Regulations 2023. Check whether you fall inside it before assuming you do.
Timing depends on when you registered.
| Situation | What you must do | Deadline |
|---|---|---|
| Foreign company registered on or after 31 March 2017 | Keep the register in Singapore and lodge a notice of the address with ACRA | Within 30 days after registration |
| Foreign company registered before 31 March 2017 | Same, as a catch-up obligation | Within 60 days after 31 March 2017 |
| The address where you keep the register changes | Lodge a notice of the change with ACRA | Within 30 days after the change |
| A particular in the register changes | Update the register itself | Within 30 days after the change |
Note the split. The 30-day clock for an address change runs to a filing with ACRA. The 30-day clock for a change in contents runs to your own file, and nobody sends you a reminder for that one.
What has to be in the register?
Section 380 of the Companies Act 1967 sets the minimum content. For a foreign company with a share capital, the register must contain:
- The names and addresses of the members.
- The date on which each person’s name was entered in the register as a member.
- The date on which any person who ceased to be a member during the previous seven years so ceased. You do not get to delete people the moment they exit. Seven years of history stays visible.
- A statement of the shares held by each member, distinguishing each share by its number or by the number of the certificate evidencing the holding, and the amount paid or agreed to be considered as paid on each member’s shares.
- Particulars of the shares held by each member, including the date of every allotment to members and the number of shares in each allotment.
If the foreign company has more than 50 members and the register is not already in a form constituting an index in itself, you must also keep an index of members’ names at the same place as the register, updated within 14 days after any alteration to the register.
If the parent is listed
The content rules bend for listed companies, because the registered holder is usually a depository rather than the underlying investor.
| Parent company status | What the Singapore public register realistically shows |
|---|---|
| Not listed | Full member detail: names, addresses, shareholdings, amounts paid |
| Listed on the Singapore Exchange | The Central Depository as the registered member, since share certificates are registered in CDP’s name and CDP keeps depositor records separately |
| Listed on an overseas exchange | Often just the relevant central depository or nominee, depending on that exchange’s arrangements and the law of the home jurisdiction |
If your home jurisdiction already requires a members’ register resembling the Singapore one, adapt the register you already maintain rather than building a parallel document. Two registers drifting apart is worse than one doing double duty.
Format, location and the notification to ACRA
Three points that solve most of the practical questions:
Format is your choice. A spreadsheet is fine. So is a bound hardcopy register. What matters is that it contains the required particulars and can be produced when someone asks.
Location must be in Singapore. Your registered office here, or another Singapore address. A file on a laptop in Singapore satisfies this. A file that only exists on a server at head office does not.
You do not send it to ACRA. ACRA wants the address, not the contents. That misunderstanding runs both ways: some branches never lodge the address because they assume the register itself is the filing, and others try to upload the register and wonder why there is no field for it.
Filings go through Bizfile, and if you have not yet sorted out access to your entity, our guide on what Bizfile actually is and what you can and cannot do in it is the place to start. Once filed, the transaction history is your proof that the address notification went through.
Inspection rights: who can look, and what it costs
This is the part that makes the register genuinely “public”.
| Who is asking | Inspection | Copy of the register |
|---|---|---|
| A member of the foreign company | Free | Chargeable |
| Anyone else | A small fee per inspection, capped, and the company may charge less or nothing | Chargeable per page, capped |
ACRA publishes the current caps on its page for maintaining a foreign company’s public register of members, and they are low: this is a transparency mechanism, not a revenue line.
Two points on copy requests. The copy you provide is limited to the member particulars: names, addresses, number of shares held and amounts paid. And you have a fixed window to deliver, running from the day after the request is received, with the fee payable in advance. If you need longer, that is a matter for the Registrar.
What goes wrong in practice
The register is never created at all. A branch is registered, authorised representatives are appointed, a registered office is sorted out, and nobody builds the members’ register because the Singapore team has no visibility of the parent’s shareholder list. Twelve months later an inspection request arrives and there is nothing to produce.
The address notification is missed. The register exists, but ACRA was never told where it is kept, or the branch moved office and only updated the registered office address. Changing your registered office does not automatically change the notified location of the register if you keep it elsewhere.
The parent’s cap table moves and Singapore never hears. A share issue at head office, a secondary transfer, a member exiting. The Singapore register is now wrong, and the 30-day window to update it has come and gone. This is the failure mode that becomes expensive, because the register is prima facie evidence of what it contains. A wrong register is not just a compliance gap: it is a document that can be used against you.
Departed members are deleted. Someone tidies the file after an exit and the seven-year history disappears. That history is not optional.
Late filing attracts late lodgement penalties, and defaults under the foreign company provisions of the Companies Act 1967 are offences exposing both the company and authorised representatives who knowingly permit them. The commercial risk usually bites first: a bank or an acquirer asking for the register and finding it stale.
For the wider picture of what a Singapore branch is on the hook for, see our Singapore branch office of a foreign parent FAQ. If the branch structure is starting to feel like the wrong shape, our note on re-domiciliation of foreign companies into Singapore covers the alternative.
Frequently asked questions
Does a Singapore branch have to file its register of members with ACRA?
No. You keep the register yourself at an address in Singapore and lodge a notice telling ACRA where it is kept. The contents never go to ACRA. If the address changes, you lodge a fresh notice within 30 days of the change.
Who counts as a “member” of a foreign company for this purpose?
The law of the company’s place of incorporation decides that, not Singapore law. Work out who your members are under your home jurisdiction’s rules, then record them in the Singapore register in the format section 380 of the Companies Act 1967 requires.
Can we keep the register as an Excel file?
Yes. Electronic or hardcopy both work. The practical constraint is location: the register must be kept at your registered office in Singapore or another Singapore address, and you must be able to produce it for inspection when asked.
Can a competitor inspect our register of members?
Yes. The register is public, and anyone may inspect it on payment of the prescribed fee, which is capped and modest. Members inspect free. What you provide on a copy request is limited to names, addresses, shares held and amounts paid.
How long must we keep records of former members?
The register must show the date on which any person who ceased to be a member during the previous seven years so ceased. Do not delete exiting members at the point of exit. Record the cessation date and leave the entry in place.
Keeping the register alive rather than filed away
The honest problem with this obligation is that it lives in the gap between two teams. Head office owns the shareholder data. The Singapore office owns the filing calendar. Neither naturally thinks to push a cap table change across the gap within 30 days.
The fix is boring and it works: a standing instruction that any movement in the parent’s share register triggers a Singapore update, plus a diarised check before every year end that the register on file still matches what head office holds.
That is the kind of thing Raffles Corporate Services takes off your desk. We maintain statutory registers for Singapore branches of overseas parents, lodge the address notifications, and reconcile the register against the parent’s records before an auditor does it for you. If you are not certain your branch has a members’ register at all, that is a five-minute conversation.
You can reach us through Raffles Corporate Services, or read more on Singapore corporate secretarial practice at Singapore Secretary Services.
— The Editorial Team, Raffles Corporate Services
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