A Guide to Setting Up a Register of Registrable Controllers

With effect from July 30, 2020, all Singapore-incorporated companies must lodge the details in their register of registrable controllers (RORC) with ACRA.  Previously, companies only had to maintain and update it regularly. But, what is RORC, and why is it important for companies to file it to the Registrar? Keep reading to learn more!

What is the Register of Registrable Controllers?

The Register of Registrable Controllers (RORC) is a document listing all controllers and beneficial owners of a company. It is a must-have for all companies (unless exempted) incorporated on or after March 31, 2017.

The RORC aims to make the ownership and control of a company more transparent and reduce opportunities for the misuse of the company for illegal purposes like money laundering or terrorist financing. The information maintained in this register includes the names and details of the company’s controllers as well as information on their citizenship or places of registration.

Who are the Registrable Controllers of a company?

A controller is a person or a legal entity with a “significant interest” in or has “significant control” over your company. Your company’s registrable controllers must provide their details for the register. 

A controller with significant interest is an individual or a company who:

• has over 25% of the shares;
• has over 25% of the total voting power; or
• has more than 25% of the capital or profits in a company without share capital.

A controller with significant control is an individual or a company who:

• has the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings;
• has more than 25% of the rights to vote on matters that are to be decided upon by a vote of the members of the company; or
• has the right to exercise significant influence or control over the company.

Who can be a controller of a limited liability partnership?

If you operate a limited liability partnership (LLP) in Singapore, then your controller should be a person who has

• the right to share over 25% of the capital or over 25% of the profits of the LLP;
• the right to appoint or remove the manager of the LLP, or if the LLP has more than one manager, a majority of the managers of the LLP;
• the right to appoint or remove the persons who hold a majority of the voting rights at meetings of the management body of the LLP;
• over 25% of the rights to vote on those matters that are to be decided upon by a vote of the partners of the LLP; and/ or
• the right to exercise, or has significant influence or control over an LLP.

Who is exempt from submitting the Register of Registrable Controllers?

Your company is exempt from the requirement to maintain the register of registrable controllers if it is:

1. a public company whose shares are listed for quotation on an approved exchange in Singapore; 
2. a company that is a Singapore financial institution; 
3. a company that belongs to the government;
4. a company that belongs to a statutory body established by or under a public Act for a public purpose;
5. a company that is a wholly-owned subsidiary of any company mentioned in a – d;
6. a company whose shares are listed on a securities exchange in a country or territory outside Singapore;
7. a foreign company with characteristics mentioned in a – f; or
8. an LLP that is a Singapore financial institution whose partners are exempt from the requirement to maintain the register of registrable controllers. 

When & how should I set up the Register of Registrable Controllers?

After the incorporation, you have 30 days to prepare the Register for Registrable Controllers. However, note that only authorized position holders of your company can lodge RORC information in BizFile+. Therefore, ordinary members of the company cannot have the access to the RORC information in ACRA’s Central Register.

Biz Atom as a registered filing agent, can assist you in lodging your company’s RORC information with ACRA as this is included in our company secretarial services. Furthermore, if there are changes to the RORC information of your company, we will require you to notify us so we can lodge the updates with ACRA’s Central Register of Controllers within two business days.

How should I maintain the Register of Registrable Controllers?

You should keep your company’s Register of Registrable Controllers at your registered office address. Alternatively, you can appoint us as your company secretary so we can maintain the RORC in our office. 

Some information to be maintained in the RORC are:

If the controller is a person:

• Full name;
• Aliases, if any;
• Residential address;
• Nationality;
• Identity card number or passport number;
• Date of birth;
• Date of becoming a controller; and
• Date of cessation as a controller, if applicable.

If the controller is a corporate entity:

• Name;
• Unique Entity Number (UEN), if any;
• Address of registered office;
• Legal form of the corporate controller;
• Jurisdiction where the corporate controller is formed of incorporated and under which law;
• Name of authority in which the corporate controller is formed or incorporated, if applicable;
• Identification number or registration number issued to the corporate controller when it was formed or incorporated, if applicable;
• Date of becoming a controller; and
• Date of cessation as a controller, if applicable.

Penalties for not maintaining RORC information with ACRA

If your company fails to file RORC information with ACRA, it could be prosecuted for the violation and fined up to $5,000 once found guilty. Therefore, it is important to coordinate with your registered filing agent to ensure timely RORC information lodgement and avoid law enforcement action.

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