What Is The Register Of Registrable Controllers And How To Set It Up In Singapore?

With effect from 31 March 2017, all local companies, foreign companies and limited liability partnerships incorporated or registered in Singapore (unless exempted) are required to maintain and keep updated a Register of Registrable Controllers (‘RORC’). 

This is as part of ongoing efforts to promote control and ownership transparency of corporate entities and to prevent the misuse of corporate entities for illicit purposes so as to uphold Singapore’s reputation as a trusted financial hub.

This article discusses the Register of Registrable Controllers and the process of setting and maintaining it.

What is a Register of Registrable Controllers (RORC)?

As per the Companies Act, the RORC refers to a document maintained privately by entities containing information about their controllers. It includes their names and their personal particulars, including their citizenship and place of registration (for legal entities).

Who is a controller?

The Companies Act in Singapore defines a controller as any individual or legal entity with significant control or significant interest in a company. But how do we know what is significant?

For significant control, the Companies Act has established the following criteria –

• Any individual or entity, directly or indirectly,  who holds the right to appoint or remove directors who hold a majority of voting rights at meetings of the directors
• Any individual or entity, directly or indirectly,  who holds more than 25% of the rights to vote on those matters that are to be decided upon by the members of the company
• Any individual or entity, directly or indirectly,  who holds the right to exercise or actually exercises significant influence or control over the company

For significant interest, the Companies Act has established the following criteria –

For companies with share capital:

• Any individual or entity, directly or indirectly, holding at least 25% of the equity shares in the company, including local and foreign
• Any individual or entity, directly or indirectly,  with Interest in voting share(s) with more than 25% of the total voting power in a company with share capital, excluding treasury shares and shares mentioned in section 21(4B) or (6C) of the Companies Act

For companies without share capital:

• Any individual with the right to hold at least 25% of the profits of the company

Entities required to maintain the Register of Registrable Controllers

The Companies Act in Singapore entails all companies, including foreign companies and LLPs registered in Singapore and not exempted, to maintain a Register of Registrable Controllers.

Entities exempt from maintaining the Register of Registrable Controllers

The following entities are exempt from maintaining a Register of Registrable Controllers –

• Any listed public company operating on at least an approved exchange in Singapore and has shares listed for a quotation.
• Any company wholly owned by the government.
• Any company being a Singapore financial institution.
• Any company wholly owned by a statutory body established by or under a public Act solely for a public purpose.
• Any company being a wholly-owned subsidiary of any of the above.
• Any company listed on a securities exchange outside the physical territory of Singapore and subject to –

• Regulatory disclosure requirements
• Regulations pertaining to adequate transparency with respect of its beneficial owners

• Any LLP that is a Singapore financial institution or where all partners are entities exempt from maintaining RORC requirements
• Any foreign company being a Singapore financial institution or its wholly-owned subsidiary
• Any foreign company being a listed entity outside Singapore and subject to –
  • Regulatory disclosure requirements
  • Regulations pertaining to adequate transparency with respect of its beneficial owners

How to set up a Register of Registrable Controllers?

The Register of Registrable Controllers is like any other statutory register an entity maintains. ACRA allows the entities to maintain RORC in electronic or physical format. 

However, it must be kept in the entity’s registered office or the office of its registered filing agent and such location is to be indicated in the annual return filing of the entity.

Here are the due dates for setting up a Register of Registrable Controllers –

• Companies incorporated before 31st March 2017 – by 30th May 2017
• Companies incorporated on or after 31st March 2017 – within 30 days of the date of incorporation
• Companies previously exempted from the requirement to maintain RORC but are now required to do so – within 60 days of the date of being required to maintain RORC

What is the information to be maintained in the Register of Registrable Controllers?

Here are the details ACRA expects an entity to maintain in its RORC –

Details pertaining to registrable individual controllers

• Full name and aliases (if any)
• Nationality
• Date of Birth
• Residential details
• Identification card number or passport number
• Date of becoming the individual registrable controller of the company
• Date of ceasing to become the individual registrable controller of the company (if applicable)

Details pertaining to registrable corporate controllers

• Name
• Unique Entity Number (UEN) issued by the Registrar (if any)
• Registered office address
• The legal form of the entity (if applicable)
• Jurisdiction and statute under which the entity is incorporated  
• Name and identification number of the corporate entity register of the jurisdiction where the registrable corporate controller is incorporated  (if applicable)
• Date of becoming the registrable corporate controller of the company
• Date of ceasing to become the registrable corporate controller of the company (if applicable)

How to add controllers?

To initiate the process of maintaining RORC, the company must send notices to any individual or legal entity who is likely to be a controller or someone who knows or likely knows of a controller.

These notices require the following –

To the controllers

• Confirming if they are a controller of the company
• Stating if they are likely to know of any other potential controller of the company and submitting their contact details
• Any additional details on particulars mentioned in the notice

To the persons who know of controllers

• Confirming if they are aware of a controller or believe they know of a controller
• Provide the details of a controller
• Provide any additional information on particulars mentioned in the notice

If the controller replies to confirm their details, the company must enter their particulars into its RORC within 2 business days after the particulars have been “confirmed”.

The company will not be held liable if the controller provides inaccurate particulars about themselves.

If the controller fails to reply to confirm their details after the end of 30 days after the date on which the notice is sent by the company to the controller, the company must enter their particulars that are available in its records into its RORC within 2 business days and state that the particulars have not been confirmed by the controller.  

All companies, foreign companies and LLPs, unless exempted, are required to lodge the same information in their RORC with ACRA via BizFile+ within 2 business days after the RORC has been setup or after updating the new controller’s particulars or making changes to the existing controller’s particulars on their RORC.

How to keep the Register of Registrable Controllers up to date?

The Companies Act states that the onus is on the company to keep its RORC up to date. ACRA minimally expects all entities to send an annual notice to all its shareholders and directors asking whether they are the controllers or know any controllers.

In addition, if the company is of the opinion that a relevant change has occurred or has received any information during the year about a change in controllers’ particulars, it can send a notice seeking confirmation of the same.

What are the penalties for not maintaining RORC or filing RORC information with ACRA on time?

Although there are no late filing fees, entities who fail to lodge RORC information with ACRA may face prosecution and a fine of up to $5,000 upon conviction. 

What if a company does not have controllers?

If the entity has strong reasons to believe it has no controllers, it can enter the following statement into its Register of Registrable Controllers –

“As of [date], the company knows or has reasonable cause to believe that there are no registrable controllers in relation to the company.”

Wrap up

Starting from July 2020,  all local and foreign companies as well as LLPs which are incorporated or registered in Singapore(unless exempted) must lodge their RORC details to ACRA via the BizFile+ platform. If you handle multiple companies, you can use the bulk upload function to upload RORC information for all of them in the prescribed format. 

This enables companies to maintain and update the relevant information pertaining to their controllers with ease. 

Information lodged with ACRA will  not be available to the general public, but will be accessible online to public agencies in Singapore (for example, the Commercial Affairs Department, the Corrupt Practices Investigation Bureau and the Inland Revenue Authority of Singapore). 

Singapore balances the need of these public agencies to access the RORC information for prompt and effective supervision and control as well as the need of businessmen to maintain confidentiality over their wealth.