Register of Registrable Controllers (RORC) In Singapore

All Singaporean corporations, foreign companies, and Limited Liability Partnerships (LLPs) are required to maintain and file the Register of Registrable Controllers (RORC) with the Accounting and Corporate Regulatory Authority (ACRA). 

The regulator’s ongoing efforts to improve the transparency of ownership and control of corporate entities include the introduction of the RORC. The RORC is a document that lists information about people or organizations who have been appointed as Registrable Controllers of a corporation.

WHO IS A REGISTRABLE CONTROLLER (RC) IN SINGAPORE

An individual or a legal entity that has a “significant interest” and/or “substantial control” over the corporation is referred to as a controller.

A person with an interest in more than 25% of the shares or shares with more than 25% of the firm’s total voting power may be considered a controller who has a major stake in the company.

A controller with significant power over a business:

• has control over a majority of the voting rights at directors’ meetings; 
• has control over 25% or more of the voting rights for matters put to the vote by the company’s members; 
• has the authority to appoint or remove directors;
• has the right to and/or significant influence or control over the firm.

ENTITIES NEEDED TO MAINTAIN THE REGISTER OF REGISTRABLE CONTROLLERS (RORC)

Unless exempted, each of these organizations is required to maintain RORC:

• All companies incorporated in Singapore (If you wish to know more about incorporating a business here, refer to the Singapore company registration consultant guide)
• All foreign companies registered in Singapore
• All limited liability partnership entities that are registered in Singapore

Companies exempted from the requirement to maintain the register of registrable controllers are:

• a Singapore financial institution; 
• a public company whose shares are listed for quotation on an authorized exchange in Singapore; 
• a company that is wholly owned by the government; 
• a company that is wholly owned by a statutory body established by or under a public Act for a public purpose
• a company whose shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to —
  • regulatory disclosure requirements; and  
  • requirements relating to adequate transparency in respect of its beneficial owners (imposed through stock exchange rules, law or other enforceable means).

Foreign companies that are exempted from the requirement to maintain the register of registrable controllers are:

• a foreign company that operates as a financial institution in Singapore; 
• a foreign firm that is a wholly-owned subsidiary of a foreign firm that operates as a financial institution in Singapore;
• a foreign company whose shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to — 
  • regulatory disclosure requirements; and  
  • requirements relating to adequate transparency in respect of its beneficial owners   (imposed through stock exchange rules, law or other enforceable means)

LLPs that are exempted from the requirement to maintain the register of registrable controllers are:

• An LLP that is a Singapore financial institution; 
• An LLP with all of its partners being foreign corporations or Singapore corporations free from the need to keep a register of registrable controllers.

OBLIGATIONS TO FILE THE RORC

Companies and LLPs have been required to maintain a RORC from March 31, 2017, either at their registered office address or the location of their authorized filing agent.

Starting 30 July 2020, entities must submit their RORC information to ACRA within two business days after setting up their RORC or making any necessary updates.

Every foreign business and limited liability partnership in Singapore must file its RORC with ACRA as of June 30, 2021.

HOW TO SET UP A REGISTER OF REGISTRABLE CONTROLLERS (RORC) IN SINGAPORE

You must first identify the company’s controllers and obtain information about them by sending notices (either electronically or in paper copy) to anybody you have reason to believe is a controller, anyone who can identify the controllers or anyone who is very likely to have knowledge.

The records of the registrable controllers are not accessible to the general public because they should only be maintained by corporate entities. Nonetheless, public organizations are permitted to utilize the data in the register for enforcing or managing the law.

While completing the annual returns of the company, every company and LLP in Singapore must inform ACRA of the location of the company’s registration. Businesses and LLPs can fulfill their obligations by sending notices to the appropriate people recording their information.

Any other parties presumably identified as prospective controllers can then receive additional notices from them. If the people who received the notices didn’t react or gave false information, nobody would be held responsible.

HOW TO MAINTAIN THE REGISTER OF REGISTRABLE CONTROLLERS (RORC)

The registered office of the firm or the registered office of the filing agent are the best locations to keep the register. The register may be kept in paper or electronic forms. The records must be made available without delay if requested by the registrar or government organizations administering or upholding any written law. IRAS, CAD, and CPIB are among the organizations that are authorized to ask for the records.

Any legal body acting as a company’s controller must meet each of the following requirements:

• Holds directly or indirectly 25% of the stock of the company.
• Has the authority to govern or is currently controlling the company in a substantial way
• Holds either directly or indirectly 25% of the company’s voting rights.
• Possesses the right to participate, directly or indirectly, in more than 25% of the company’s capital or profits.
• Possesses the authority to directly or indirectly remove or appoint a director of a business.

CONTROLLERS’ INFORMATION IN THE RORC INCLUDES:

For individuals

• full name;
• aliases, if any;
• date of birth
• date of becoming a controller; and
• date of cessation as a controller, if applicable.
• residential address;
• identity card number or passport number;
• Nationality;

For corporate entities

• company name;
• unique entity number, if any;
• registered office address;
• the legal form of the corporate controller;
• the country and legal system in which the corporate controller was established or incorporated;
• if applicable, the name of the authority under which the corporate controller is incorporated or formed;
• if applicable, an identification or registration number is given to the corporate controller at the time of formation or incorporation;
• date of becoming a controller; and
• date of cessation as a controller, if applicable.

Updates to the RORC are required if anything changes:

• upon confirmation of the information; or 
• within 2 business days following the expiration of thirty days from the date on which the notice is given by the company to the registrable controller.

TIMELINE FOR UPDATING THE REGISTRY OF REGISTRABLE CONTROLLERS WITH NEW INFORMATION

Entities are required to update any modifications to the RORC within the following:

• 2 business days following “confirmation” of the details, or 
• 2 business days following the expiration of 30 days following the date the corporation sent the notice to the registrable controller.

A S$5,000 punishment could be imposed if the RORC is not filed with ACRA or updated.

WHO HAS ACCESS TO AN ENTITY’S RORC?

Officers of the corporation, such as company directors and secretaries, can view the RORC because it is their duty to keep and maintain it.

Only law enforcement agencies will have access to the data in the ACRA central RORC in order to administer or enforce the laws that fall within their jurisdiction (e.g., investigation of money laundering offenses).

The information in the ACRA central RORC will not be accessible to the general public, including shareholders and the Company’s auditors.

Reach out to us at Relin Consultants for further assistance.