Who is registrable controller?

A controller is an entity that has either significant interest in, or significant control over the company. This controller can be either an individual (i.e. a person in natural) or a corporate body (e.g. another entity).

According to the Companies Act, an entity has a significant interest in a company with a share capital if it:

• Has an interest in more than 25% of the shares in the company; or
• Has an interest in one or more voting shares in the company, and the total number of votes attached to that share(s) is more than 25% of the voting power in the company.

Shareholders who hold more than 25% of the shares in a company are considered to have a significant interest in that company. They are therefore controllers of the company.

If an entity without a share capital, an entity will have a significant interest in your company if it holds, whether directly or indirectly, a right to share in more than 25% of the company’s capital or profits.

On the other hand, an entity has a significant control in a company if it:

• Directly or indirectly holds the right to appoint or remove the directors who hold a majority of the voting rights at directors’ meetings on all (or substantially all) matters;
• Directly or indirectly holds more than 25% of the rights to vote on matters which are to be decided through a vote of that company’s members; or
• Has the right to exercise, or actually exercises, significant influence or control over the company.

Company directors are, in common, controllers because they generally have significant control over their companies.

When a company director does not have significant control over the company, he may instead be a nominee director, who will be registered in the Register of Nominee Directors instead.