Since 31 March 2017, companies, foreign companies and limited liability partnerships are required to keep a register of registrable controllers (RORC) either in their registered office address or at the office of their authorised filing agent. Registrable controllers are also ordinarily known as the beneficial owners of the entities.
Now, along with maintaining a RORC, entities will have to lodge the same information in their RORC with ACRA’s central register by 29 September 2020
What is the Register of Registrable Controllers (RORC)?
The Register of Registrable Controllers (RORC) is essentially a document which identifies and lays out the information about the Controllers of the Company.
Who is a controller?
A controller is someone who has either significant interest or significant control over the company. In general, the controller can be either an Individual, or an entity
A controller in a corporate is an individual investor or a corporate that,
• Directly or indirectly holds more than 25% of shares or has more than 25% of voting rights in the company or is eligible for sharing more than 25% of capital or profit of the company
• Directly or indirectly has the right to appoint or remove company directors or has the right to exercise or exerts control or influence over the decisions of the company.
Whose duty is it to lodge the RORC information with the ACRA?
Each Singapore Relevant Entity needs to take reasonable steps to find out and identify its registrable Controllers and also to keep the RORC information up-to-date.
Entities Exempted from maintaining RORC
Listed companies, Singapore financial institutes, and government-owned companies are exempted from the requirement.
Setting up and maintaining the Register of Registrable Controllers
• Newly-incorporated companies and newly registered LLPs are required to keep register of registrable controllers within 30 days from date of incorporation.
• Companies which were not required to keep registers of controllers at or after the date of commencement (31 Mar 2017) but are afterwards required to do so, are required to keep the registers within 60 days after being required to do so.
Companies are required to enter information into their registers of registrable controllers within 2 business days after receiving replies from controllers to notices sent by companies.
Companies are required to take reasonable steps to identify their controllers and obtain information on the controllers by sending out notices to:
• anyone whom they know or have reasonable grounds to believe to be controllers,
• anyone who knows the identity of the controllers or is likely to have that knowledge.
Notices and replies to notices can be sent and received electronically or in hard copy
This task can be undertaken by the company’s secretary.
What information must be lodged with ACRA?
For registrable Controllers who are individuals, the prescribed particulars include:
- Full name;
- Aliases, if any;
- Residential address;
- Identity card number or passport number;
- Date of birth;
- Date on which the individual became a registrable Controller of the Singapore Relevant Entity;
- Date on which the individual ceased to be a registrable Controller of the Singapore Relevant Entity.
For registrable Controllers that are corporate entities, the prescribed particulars include:
- Unique entity number issued by the Registrar of Companies, if any;
- Address of registered office;
- Legal form of the registrable corporate Controller;
- Jurisdiction where, and statute under which, the registrable Controller is formed or incorporated;
- Name of the corporate entity register of the jurisdiction in which the registrable corporate Controller is formed or incorporated, if applicable;
- Identification number or registration number of the registrable corporate Controller on the corporate entity register of the jurisdiction where the registrable corporate Controller is formed or incorporated, if applicable;
- Date on which the entity became a registrable corporate Controller of the Singapore Relevant Entity; and
- Date on which the entity ceased to be a registrable corporate Controller of the Singapore Relevant Entity.
No fees are incurred for lodging RORC information with ACRA
Penalties for failing to lodge the RORC
Companies in breach of their duties in relation to the Register of Controllers – as well as any company officer in default – can each be fined up to $5,000. It is therefore important to get things right!
IF there is anything more you would like to know, please feel free to contact us