Understanding Singapore's Register of Registrable Controllers: A Guide for Businesses

Introduction

Singapore's reputation as a business-friendly destination is well-known, offering a conducive environment for companies to thrive. However, amidst this favorable landscape, businesses must adhere to certain regulatory requirements to ensure seamless operations and prevent unforeseen issues. One such crucial obligation is the Register of Registrable Controllers (RORC), holding paramount significance for companies incorporated in Singapore.

This article is designed to provide a comprehensive overview of the Register of Registrable Controllers and guide companies through the essential steps to achieve compliance with these regulations.

Exploring the Register of Registrable Controllers

Since 31st Mar 2017, companies are required to maintain the Register of Registration Controllers (RORC). RORC is a stipulated requirement under the Singapore Companies Act. It functions as a documented record that all Singapore-incorporated companies are mandated to maintain, enabling them to keep track of their significant controllers.

Since July 2020, it has become mandatory for Singapore businesses to file their Register of Registrable Controllers to the Accounting and Corporate Regulatory Authority (ACRA) esevice via Bizfile. What was previously an internal obligation for companies has now evolved into a regulatory imperative. Compliance entails electronic filing of the Register with ACRA and ensuring its consistent updates.

Failure to update ACRA their RORC may be fined $5,000. Also, please be advised that it's separate documents from your annual return or declaration filing. 

Defining the Significant Controller

In essence, a significant controller refers to an individual or legal entity that possesses substantial interest or control over a company. Let's delve into the key aspects:

Significant Interest

In companies with share capital, an individual is deemed to possess significant interest if they:

• Own more than 25% of the company's shares.
• Hold over 25% of the total voting power

In companies without share capital, an individual is deemed to possess significant interest if they:

• Right to share in more than 25% of the capital or profits of the company. 

Significant Control

A person or entity with significant control satisfies at least one of the following criteria:

• Holds the authority to appoint or dismiss directors who possess a majority of voting rights during directors' meetings.
• Controls more than 25% of the voting rights on matters subjected to member voting.
• Wields the right to exercise or exert substantial influence or control over the company.

Entities exempted from RORC filing

The Register of Registrable Controllers requirement applies to all companies in Singapore, irrespective of their operational status. This encompasses active businesses, dormant entities, companies undergoing winding up, receivership, judicial management, or striking off.

However, certain exceptions exist for the RORC requirement, including:

• Publicly listed companies in Singapore.
• Singapore financial institutions.
• Government-owned companies.
• Wholly-owned companies established by statutory bodies under public Acts for public purposes.
• Subsidiaries of the aforementioned entities.
• Foreign-listed companies with disclosure obligations.

Setting up a Register of Controllers

Companies are mandated to promptly enter acquired information into the register within two business days of confirming the controller's particulars. Here's how you can accomplish this:

1. Log in to Bizfile using your CorpPass credentials.

2. Fill out the requisite information as follows:

For controllers who are individuals:

• Full name
• Any known aliases
• Residential address
• Nationality
• Identity card number or passport number
• Date of birth
• Date of becoming an individual controller for the company
• Date of ceasing to be an individual controller for the company (if applicable)

For Entities which are controllers:

• Name or unique entity number (if applicable)
• Registered office address
• Legal form of the corporate controller
• Name of the corporate entity registered in the jurisdiction of formation or incorporation (if applicable)
• Identification number or registration number of the registrable corporate controller in the corporate entity register (if applicable)
• Date of becoming a corporate controller for the company
• Date of ceasing to be a corporate controller for the company (if applicable)

How to lodg RORC with ACRA?

1. Through your Registered Agent (most common): You just simple inform and authorise your registered agent to perform the lodgement for you with ACRA.
2. Submit by yourself: Do so via BizFile+, ACRA’s online filing portal, follow the below step guide:

• • Check informtion maintained in your own RORC, make sure that it is accurate and up-to-date.
  • Log in to BizFile
  • Click on “e-Services”, choose “Others”, then, click on “Update Register of Registrable Controllers”.
  • Select “No” to indicate that your company is not exempted from the requirements
  • Then, complete the e-form before submitting the transaction. Note that there are no fees payable for lodging RORC information with ACRA.

Compliance Timeline

The timeline for updating the RORC hinges on the company's incorporation date and circumstances:

• For companies incorporated on or after 31 March 2017, updates to the RORC must be made within 30 days of their incorporation date.
• Companies incorporated prior to 31 March 2017 have a 60-day window after 31 March 2017 to update their RORC.
• Companies initially exempt from maintaining the register but later obligated to do so must update the RORC within 60 days of becoming subject to the requirement. For instance, if a company is listed on the Singapore Exchange and subsequently gets delisted, it must establish a register of registrable controllers within 60 days of the delisting.

Maintaining the RORC 

To facilitate compliance, companies are mandated to send out notices on an annual basis. These notices can be communicated electronically or in physical form, adhering to the specific format stipulated by the law.

Upon receipt of these notices, registrable controllers are required to confirm their status as controllers and divulge relevant information about any additional potential controllers. Furthermore, they must furnish the requested particulars as a response to the notice.

Should controllers neglect to respond within 30 days from the notice's dispatch, the company must incorporate the most recent information about the potential controller into its Register of Relevant Controllers (RORC). A note specifying that the details have not been verified by the controller within 2 business days should accompany this entry. The RORC can be kept at the registered agent's address.

If there are any changes to your particulars, please  send notices in cases where a relevant change is known or reasonably believed to have occurred. 

Assistance with Compliance

The Register of Registrable Controllers serves as a cornerstone for transparency and regulatory compliance within Singapore's business landscape. Understanding its implications, recognizing significant controllers, and adhering to the compliance timeline are pivotal for companies to navigate these regulations effectively. By fulfilling the RORC requirement, businesses contribute to maintaining Singapore's reputation as a trusted and well-regulated business hub.

In the event that you encounter challenges in navigating compliance-related tasks, our dedicated Singapore Corporate Secretary is readily available to provide comprehensive support and guidance.

In Conclusion

The Register of Registrable Controllers stands as a cornerstone of transparency and accountability within companies and their controller relationships. By meticulously upholding this register, businesses not only cultivate stakeholder trust but also contribute to Singapore's overarching aspiration of evolving into a trusted global financial hub. Embracing this requirement resonates with Singapore's commitment to maintaining a robust and transparent business.

For more in-depth insights into the Register of Registrable Controllers (RORC) or any other compliance matters essential for your business, please don't hesitate to reach out to us at info@globaloffshorecompany.com 

Disclaimer: While Global Offshore Company (G.O.C) endeavors to provide timely and accurate information on this website, the content is intended for reference purposes only. The information presented in this article should not be considered a replacement for qualified legal advice. For personalized guidance on your specific circumstances, we encourage you to reach out to G.O.C's experienced consultants.