A Guide on Register of Registrable Controllers

A Guide on Register of Registrable Controllers

Running a company is no joke, especially in a country like Singapore, with many regulations and business procedures designed to ensure compliance. It’s even trickier when you’re a foreigner. There are several moving parts and one of those is the Register of Registrable Controllers. 

You can use this guide to set up the Register of Registrable Controllers if somebody asks you how to do so. In this section, you will learn whether or not your organization qualifies for the Register, the purpose of the Register, the deadlines, what makes someone qualified to be a Controller, the different scenarios in which you are required to set up a Register, and the detailed procedure of setting one up.

Knowing Register of Registrable Controllers

From March 31, 2017, companies operating in Singapore must maintain a register of registrable controllers (“RORC”) unless exempted by law.

As part of ongoing efforts to uphold Singapore’s reputation as a trusted financial hub and in line with international practices, beginning July 30, 2020, entities must annually update the ACRA central Register of Registrable Controllers (RORC) and keep the data on file at both the entity end and ACRA’s RORC. This is in addition to the requirements that an existing company or LLP maintains a Register of Registrable Controllers at their registered address.

Companies, foreign companies, and LLPs should maintain a Register of Registrable Controllers or RORC at the registered office address. The company should update any changes to the RORC details like name, address, or status within two business days in ACRA and Corporate Registry (RORC).

Requirements For Singapore Businesses And Companies

Below are various requirements companies must meet under The Amendment of the Companies Act: 

• keep a register of the company’s registrable controllers with information about them (section 386AF of the Companies Act);

• Any individual who the company knows or has probable cause to believe to be a registrable controller of the business, or has information of someone who has that knowledge or is expected to have that knowledge, must be notified (section 386AG of the Companies Act) of the company’s registrable controllers.

• Issuing notifications to registrable controllers with particulars the firm is aware of or has reason to suspect have been altered or erroneous (sections 386AH and 386AI of the Companies Act).

• When requested, provide a copy of the register of registrable controllers and any relevant documents to the Registrar of ACRA, an ACRA official, or a public agency (section 386AM of the Companies Act).

The penalty for non-compliance with the RORC is $5,000.

The information in the register of Registrable Controllers (RORC) registers becomes accessible by law enforcement agencies to administer or enforce laws under their purview. Members of the general public will not have access to sensitive RORC information or be able to purchase any extracts from these lodgements.

For more details regarding the Requirement for Companies, Foreign Companies, and LLPs to maintain the RORC, please refer to: https://www.acra.gov.sg/legislation/legislative-reform/companies-act-reform/companies-amendment-act-2017/register-of-registrable-controllers

What Is a Register of Registrable Controllers?

A register created by the Accounting and Corporate Regulatory Authority (ACRA) became law on March 31, 2017. This register is meant to provide accurate information about who controls and owns your corporate entity so you can maintain transparency in your business dealings.

According to Transparency International, an increase in transparency is necessary for companies using evasion tactics, and it will help minimize such illicit purposes. By introducing this system, Singapore becomes one step closer to international standards. This will help maintain a strong reputation for the country as a global financial hub.

Different Registers

Both the register of registrable controllers and the list of nominated directors differ from one another. The terms “nominee director” and “registrable controller” have various meanings.

Based on the circumstances and facts of a transaction, an individual could be either, neither, or both. Individuals who are registered controllers but not nominee directors aren’t necessarily the same people who are registrable controllers and vice versa.

Entities Required to Maintain the Register of Registrable Controllers

The following entities are subject to the RORC registry unless exempt:

• All entities incorporated in Singapore,

• Every limited liability partnership entity registered with Singapore’s Registrar of Companies, and

• Every registered foreign company in Singapore.

The following entities are exempted from being registered:

• Companies that the government wholly owns

• Companies that are listed

• Singapore’s financial institutions

• Foreign companies which are financial institutions in Singapore

• Foreign companies that are wholly-owned subsidiaries of foreign companies, which are Singapore financial institutions

• Companies that list their shares on the securities exchange in a territory or country situated outside Singapore and subject to regulatory disclosure requirements.

All companies are required to keep their register of registrable controllers by the following deadlines:

• Existing companies, foreign companies, and LLPs will be required to do within 60 days from March 31, 2017. This is possible thanks to the Company Secretary.

• Newly incorporated companies and registered LLPs will be required to do so within 30 days from the date of incorporation or registration.

  • Companies must identify their controllers and obtain information by sending out notices to anyone they know or have reasonable grounds to believe to be controllers or anyone who knows the identity of the controllers or is likely to have that knowledge.

Characteristics Of The Company’s Registrable Controller

It is necessary for any individual or legal entity acting as a company’s controller to meet all of the following requirements:

• Possessing an equity interest in the company amounting to more than 25%.

• Having the right to share in more than 25% of the company’s capital or profits at any given time.

• Possessing directly or indirectly more than 25% of the total voting rights held by the company.

• Has the authority to directly or indirectly remove or appoint a company’s directors.

• Has the right to, or is currently exercising, significant influence and control over the company’s affairs.

The registered office of the company or that of the filing agent is the best place to keep the register. You can maintain the log in either electronic or paper form. If the registrar or any public agency responsible for administering or enforcing any written law requests the records, they must provide them without delay. IRAS, CAD, and CPIB are among the agencies that have the authority to order the records.

Members of the public cannot access the registrable controllers’ records due to privacy concerns. The corporate entity safeguards these records; however, public agencies may use the information in the register to administer or enforce the law.

When filing the company’s annual returns, every company and LLP in Singapore must notify ACRA of the location of the company’s register. They can discharge their duties by sending notices to the parties recording their information.

Also, they can then send additional notices to any other parties identified as potential controllers. There will be no liability if the recipients of the notices do not respond or provide inaccurate information.

Duties Of The Registrable Controller

1. Respond and sign the appropriate documents to verify that the information is accurate.

2. Feed the company information regarding other controllers who might be actual controllers (if there are other actual controllers).

3. Notify the company secretary as soon as possible of any changes to your personal information that may have occurred, and she will make the necessary updates.

How to Set Up a Register of Registrable Controllers

You must first identify the controllers of the company and obtain information about the controllers by sending notices to anyone they know or have reasonable grounds to believe to be controllers or anyone who knows the identity of the controllers or is likely to possess that knowledge.

The notices must electronically go to and or in hard copy. The records of the registrable controllers will not be available to the public, as it is only to be kept by the corporate entity. Public agencies can only use the information contained in the register for administering or enforcing the law under their purview.

All companies and LLPs in Singapore must declare the location of the company’s register with ACRA when filing the company’s annual returns. Companies and LLPs will be able to discharge their duties by sending notices to the relevant parties, recording their particulars, and sending further notices to any other parties who may have been revealed as potential controllers. These notices must be sent, and replies received, and no liability will be held should the recipients of the notices fail to respond or provide inaccurate information.

How to Maintain the Register of Registrable Controllers

The register should be maintained in electronic or paper format at either the filing agent’s registered office or the company’s registered office. The records must be made available to the Registrar and public agencies administering or enforcing any written law upon request. This includes IRAS, CPIB, and CAD.

A legal entity that is known as a Controller of a company must fulfil the following conditions to be eligible:

• Hold the right to exercise (or is currently exercising) significant control and influence over the company

• Holds 25% of the company shares either directly or indirectly

• Holds 25% voting rights in the company either directly or indirectly

• Holds the right to share in more than 25% of the company’s profits or capital, either directly or indirectly

• Has the right to either remove or appoint a director of the company directly or indirectly.

What Information Should Be Maintained in the Register of Registrable Controllers

The registrable individual controllers must maintain the following details:

• Full name and aliases (if any)

• Residential address

• Nationality

• Date of birth

• Identification card number or passport number

• The date on which an individual registrable controller became an individual controller of the company

• The date on which the registrable individual controller ceased to be an individual controller of the company, if applicable.

Registrable corporate controllers must maintain the following details:

• Name

• Unique Entity Number issued by the Registrar, if any;

• Address of registered office;

• The legal form of the registrable corporate controller;

• Jurisdiction where and statute under which the registrable corporate controller is formed or incorporated;

• Name of the corporate entity register of the jurisdiction where 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;  

• The date on which the registrable corporate controller became a corporate controller of the company; and

• The date on which the registrable corporate controller ceased to be a company’s corporate controller, if applicable.  

Any person who is receiving a notice from a company or LLP must provide the following:

• Information that they are aware of the controllers

• The particulars if they are a controller

When Do You Need To Register Or Renew Your RORC Membership?

Registration is usually required when you form your company.

All companies, foreign companies, and LLPs incorporated in Singapore must have their registrations completed within 30 days of incorporation, kept at the company’s registered address or an authorized secretarial agency, and submitted to ACRA within two working days.

When registering a company, you only need to provide the correct information about the company controller in your relevant form. It is your responsibility to prepare the required documents and an authorization letter for the company’s personnel to sign and confirm. Your secretarial staff can assist you in completing the RORC registration and ACRA filing on time.

Exempted Groups Under The RORC Regulations

Only the following companies are exempt:

(a) A Singaporean financial institution.

(b) A company wholly owned by the Singapore government.

(c) A public company that quotes its shares on a Singapore-approved exchange.

(d) A company owned entirely by a statutory body established by or under a public Act for a general purpose.

(e) A wholly-owned subsidiary of one of the companies listed in (a), (b), (c), or (d).

(f) A company that trades its shares on a securities exchange in a country or territory other than Singapore is subject to regulatory disclosure requirements and requirements relating to adequate transparency concerning its beneficial owners, imposed by stock exchange law or any other enforceable means.

Conclusion

It is crucial not to lose sight that the register of registrable controllers is distinct from the electronic register of members of private companies maintained by ACRA and the registers of members that public companies keep. Each of these is a separate register. A public business must maintain two registers: one for its members and another for its registrable controllers. To give one example, anybody who is a corporation’s controller and whose name is on the register of members must also be on the list of registrable controllers. However, even if the private company’s members are registered with ACRA, the corporation must maintain a record of registrable controllers.