Since 31 Mar 2017, companies, foreign companies, and limited liability partnerships (unless exempted) are required to keep a register of registrable controllers (RORC) either in their registered office address or at the office of their authorised filing agent. Effective 30-JUL-2020, in addition to keeping a RORC at their end, entities will have to lodge the same information in their RORC with ACRA?s central register within 2 business days of updating their RORC.
If your entity, <COMPANY NAME>, has yet to lodge the particulars of your registrable controller(s) with ACRA, you may wish to do so via this link at the earliest.
Accounting and Corporate Regulatory Authority (ACRA)
Implemented since 31 March 2017, companies both local and foreign as well as limited liability partnerships are required to maintain the RORC as mandated by the Companies Act. This also applies to dormant companies and businesses undergoing winding up and striking off. RORC can either be kept at the respective companies’ registered office address or at the office of their appointed corporate secretaries.
Previously, companies are obliged to maintain the RORC internally, but it is now a requirement to lodge the same information in the RORC with ACRA’s central register and ensure that it always remains updated. Companies that fail to do so may be fined S$5,000. This is a separate requirement from the Annual Return filing.
WHY THE RORC?
The idea behind RORC was originally initiated by the Financial Action Task Force (FATF), an organization dedicated to fighting financial wrongdoings. In 2016, the FATF urged Singapore to implement a procedure to prevent money laundering and terrorism financing. As a result, ACRA introduced the RORC as a form of monitoring all the controllers/beneficial owners who owns or control the end money.
The RORC aims to help make the control and ownership of the corporate entities more transparent. This increased transparency is necessary to reduce the misuse of corporate entities for illicit purposes. In doing so, Singapore is more aligned with international standards and therefore can maintain its strong reputation as a financial hub.
WHAT IS THE RORC?
The RORC is a document listing all the controllers of the company. It must contain all necessary information such as their names, identifying details, citizenship, and places of registration for corporate entities.
WHO ARE THE REGISTRABLE CONTROLLERS?
A controller is a person or a legal entity that:
- Have an interest in >25% of shares in a company; or
- Hold > 25% of members’ voting rights in a company; or
- Can exercise significant influence or control over a company.
WHAT INFORMATION GOES INTO THE RORC?
For controllers who are individuals
For controllers who are corporate entities
WHEN SHOULD THE RORC BE PREPARED AND SUBMITTED TO ACRA?
Companies have 30 days from the date of company incorporation to prepare and submit the RORC to ACRA. If there is any update to the controllers’ information, companies must lodge the change with ACRA within 2 business days.
WHO ARE EXEMPTED FROM SUBMITTING THE RORC?
Public companies and LLPs listed on approved exchanges in Singapore and abroad, financial institutions, government-owned companies and LLPs, LLPs where all partners are exempted and subsidiaries of the exempted companies.
WILL THE INFORMATION ON THE RORC BE MADE AVAILABLE TO THE PUBLIC?
No. The company and its controllers are protected from such disclosure. But ACRA and other government authorities have the right to access it to administer or enforced related laws such as to investigate money laundering or financing of terrorism acts.
For more information on the RORC, you may visit the ACRA website.
Alternatively, you may refer to the following guide provided by ACRA.
HOW IGS CONSULTING CAN HELP YOU WITH RORC?
We understand that the requirements for RORC may seem complicated and confusing. However, as the RORC is an updated requirement for all companies (unless exempted), it is important to not take this requirement lightly, especially when the penalty comes with a hefty fine for failure to submit this document.
If you are unsure on how to set-up or maintain your company’s RORC, IGS Consulting can help you take care of this, thus providing you peace of mind. Engagement of our Corporate Secretarial services will include the updating and safekeeping of your company’s RORC.
If you are worried that the controllers do not respond, do not worry. As your appointed corporate secretary, we will take all reasonable steps to obtain the information. We will keep track of all notices sent as prove of the necessary steps we have undertaken.
Contact us to find out more.