Effective from 31st March 2017, all companies (foreign companies inclusive) and limited liability partnerships (LLPs) in Singapore must keep a Register of Registrable Controllers (RORC) unless they are otherwise exempted.
With effect from 30th July 2020, entities are also expected to lodge the exact information in their register of registrable controllers with the central register of Accounting and Corporate Regulatory Authority (ACRA) by 29th of September 2020. These requirements are part of the efforts that uphold Singapore’s reputation. Also, these requirements will help entities in Singapore to be in line with international practices.
Companies, foreign companies and LLPs must keep on maintaining their RORC at the office address they registered. If any change occurs, they must update such change in their RORC and thereafter update the exact information with ACRA within 2 business days.
Non-compliance may attract a penalty, which involves the payment of a maximum amount of $5,000.
📌 There are also penalties if you fail to hold AGM for file Annual Returns for your company. Click here to learn more.
Law enforcement agencies will have access to the RORC information lodged with ACRA since they may need to use it while administering or enforcing the laws. Members of the public don’t have any access to the RORC information and they can’t purchase extracts of the lodgements.
You can refer to the ACRA page on RORC for more information on what is expected of Companies, Foreign Companies and LLPs regarding the maintenance of the RORC.
What is the Register of Registrable Controllers (RORC)?
ACRA introduced the Register of Registrable Controllers (RORC) as a new law that became effective from 31st March 2017. The purpose of RORC is to help you monitor the control and ownership of the corporate entity in order to maintain transparency.
An increase in transparency will greatly reduce the likelihood of misuse of corporate entities. This system further raises the standard of Singapore to be almost the same as international standards. Also, it will boost the country’s ongoing efforts to keep an unbeatable reputation as a trusted financial hub.
Entities needed to maintain the Register of Registrable Controllers (RORC)
All of these entities are needed to maintain RORC unless exempted:
- All companies incorporated in Singapore
- All foreign companies registered in Singapore
- All limited liability partnership entities that are registered in Singapore
Here are the entities exempted from being registered:
- Any company which is owned by the government
- Singapore’s financial institutions
- Companies that are listed
- Foreign companies which serve as financial institutions in Singapore
- Foreign companies which are owned subsidiaries of foreign institutions in Singapore
- Foreign companies which are owned subsidiaries of companies serving as Singapore financial institutions
- Companies whose shares are listed on the securities exchange of a country or a territory located outside Singapore and subject to requirements of regulatory disclosure
All companies are expected to maintain their RORC by these deadlines:
- Existing companies, foreign companies and LLPs must do so within 60 days from 31st March 2017
- Newly incorporated companies and registered LLPs are expected to do so within 30 days from the incorporation or registration date
- Companies are expected to identify their controllers
How to set up a Register of Registrable Controllers (RORC)
You need to first identify the controllers of the company and also get information about the controllers by sending notices (electronically or hard copy) to anyone you have reasonable grounds to trust as controllers or anyone who can identify the controllers or very likely to have the knowledge.
Members of the public can not access the records of the registrable controllers as it is only meant to be kept by a corporate entity. However, public agencies may use the information in the register for administering or enforcing the law.
Every company and LLP in Singapore need to let ACRA know the location of the company’s register when filing the annual returns of the company. Companies and LLPs can discharge their duties if they send notices to the relevant parties that are recording their particulars. They can thereafter send further notices to any other parties who were probably revealed as potential controllers. No liability will be held if the recipients of the notices did not respond or provide inaccurate information.
How to maintain the Register of Registrable Controllers (RORC)
The ideal places to maintain the register are the company’s registered office or the filing agent’s registered office. The register can be maintained in electronic or paper format. If the registrar or public agencies administering or enforcing any written law request the records, they must be provided without any delay. Agencies that have the right to request the records include IRAS, CAD, and CPIB.
Any legal entity that serves as the controller of a company must fulfil all of these conditions:
- Holds 25% of the company shares directly or indirectly
- Has the right to exercise or already exercising significant influence and control over the company
- Holds 25% voting rights in the company directly or indirectly
- Has the right to share in more than 25% of the profits or capital of the company, either directly or indirectly.
- Holds the power to remove or appoint a company’s director either directly or indirectly
What information should be maintained in the Register of Registrable Controllers (RORC)
Here are the details that the registrable individual controllers should maintain:
- Full name and aliases (if any)
- Nationality
- Residential address
- Identification card number or passport number
- Date of birth
- Date on which registrable individual controller started functioning as an individual controller of the company
- Date on which the registrable individual controller ceases to function as an individual controller of the company; if it is applicable
Here are the details that registrable corporate controllers need to maintain:
- Company name
- Address of registered office;
- Unique Entity Number issued by the Registrar, if any;
- Legal form of the registrable corporate controller;
- Jurisdiction and statute under which the registrable corporate controller got incorporated or formed;
- Name of the corporate entity register of the jurisdiction where the incorporation or formation of registrable corporate controller occurred, if applicable;
- Registration number or identification number of the registrable corporate controller on corporate entity register of the jurisdiction where the incorporation or formation of registrable corporate controller occurred, if applicable;
- Date on which registrable corporate controller started to function as a corporate controller of the company
- Date on which the registrable corporate controller ceases to function as a corporate controller of the company; if applicable
Anyone who receives a notice from a company or LLP needs to provide the following:
- Information that shows their awareness about the controllers
- The particulars if they are functioning as a controller
RORC is only one of the many corporate compliance a private limited company needs to comply.
Read more on corporate compliances:
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