Setting Up a Register of Registrable Controllers (RORC)

In Singapore, corporate entities, including local and foreign companies, and limited liability partnerships (LLPs), are mandated to maintain a Register of Registrable Controllers (RORC). This register serves as a repository for updating and managing details of beneficial owners, aiming to enhance transparency and combat illicit activities such as money laundering and terrorist financing.

Here’s a guide on how to establish a RORC and comply with regulatory requirements.

Understanding the Regulatory Framework

As of 30 July 2020, entities are required to lodge their RORC details with the Accounting and Corporate Regulatory Authority (ACRA), Singapore’s Company Registrar. However, certain entities such as listed companies, Singapore financial institutions, and government-owned companies are exempted from this obligation.

Identifying Controllers

Controllers, whether individuals or corporate entities, are those who directly or indirectly hold significant shares, voting rights, or influence over a company’s decisions. They are pivotal figures whose details must be accurately recorded in the RORC.

Issuing Notices and Handling Replies

The process begins with the company secretary issuing notices, either electronically or in hard copy, to potential controllers or entities capable of identifying controllers. Upon receiving a notice, recipients have 30 days to respond. If no reply is received within this period, the company must update its register promptly.

Information to Include in the RORC

For individual controllers, the register should contain comprehensive details such as full name, residential address, nationality, identification documents, and relevant dates of becoming or ceasing as a controller. Similarly, for corporate controllers, information such as name, unique entity number, registered office address, legal form, and incorporation details must be documented.

Lodging RORC Information with ACRA

Entities have two options for lodging RORC information with ACRA: through a Registered Filing Agent (RFA) or via self-submission on ACRA’s online portal, BizFile+. Regardless of the chosen method, it’s crucial to ensure that the information provided is accurate and up-to-date.

Compliance and Timelines

All companies, foreign entities, and LLPs, unless exempted, must lodge their RORC information with ACRA within two business days of setting up the register. Subsequent updates or changes to controller information must also be promptly reported to ACRA to maintain compliance.

Common Queries and Clarifications

To address common queries, here are some key points:

• Dormant entities are still required to maintain a RORC and file information with ACRA.
• Companies must ensure that past controllers’ details are updated, including cessation dates.
• Information on foreign corporate controllers without registration numbers can still be lodged with ACRA.
• Entities that have been struck off need not  file their RORC information with ACRA.
• RORC information lodged with ACRA is accessible only to law enforcement agencies for regulatory purposes, and not accessible to the general public.
• Company directors and secretaries, as company officers, have access to the RORC for maintenance purposes, while shareholders, not holding official positions, are unable to view it.

Summary

Establishing and maintaining a Register of Registrable Controllers is a critical aspect of corporate governance in Singapore. By adhering to regulatory requirements and ensuring transparency in ownership structures, entities can enhance trust, mitigate risks, and contribute to a robust business environment. For further guidance on setting up and maintaining a RORC, refer to ACRA’s comprehensive resources, or seek assistance from qualified professionals if needed.

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