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A Guide on Register of Registrable Controllers
From 31 March 2017, companies, foreign companies and limited liability partnerships (“LLPs”) in Singapore are required to maintain a register of registrable controllers (“RORC”) unless otherwise exempted.
As part of ongoing efforts to uphold Singapore’s reputation as a trusted financial hub, and in line with international practices, with effect from 30 July 2020, in addition to keeping a RORC at their end, entities will have to lodge the same information in their RORC with the Accounting and Corporate Regulatory Authority (“ACRA”)’s central register (ACRA central RORC) by 29 September 2020. This is in addition to the existing requirements for companies and LLPs to maintain a RORC at the registered office address.
Companies, foreign companies and LLPs are required to continue to maintain a RORC at the registered office address, and update any changes to the RORC information prior to updating the same information with ACRA within 2 business days.
The maximum penalty for non-compliance is $5,000.
The RORC information lodged with ACRA will be accessible to law enforcement agencies for the purpose of administering or enforcing the laws under their purview (e.g. investigation of money laundering offences). Members of the public will not be able to access the RORC information or purchase any extracts of these lodgements.
For more details regarding the Requirement for Companies, Foreign Companies and LLPs to maintain the RORC, please refer to: https://www.acra.gov.sg/legislation/legislative-reform/companies-act-reform/companies-amendment-act-2017/register-of-registrable-controllers
What Is a Register of Registrable Controllers?
It is a register that was introduced by the Accounting and Corporate Regulatory Authority (ACRA) as a new law with effect from 31 March 2017. This register helps you keep track of the control and ownership of the corporate entity so that it is more transparent.
An increase in transparency is needed because it will help to minimize the potential for the misuse of corporate entities for illicit purposes. With the introduction of this system, Singapore is one step closer to being in line with international standards. This will also help the country boost its on-going efforts to maintain a strong reputation as a trusted and clean financial hub.
Entities Required to Maintain the Register of Registrable Controllers
The following entities unless exempted will need to maintain RORC:
- Any and all companies incorporated in Singapore
- All limited liability partnership entities registered in Singapore,
- All foreign companies registered in Singapore
The following entities are exempted from being registered:
- Companies which are wholly owned by the government
- Companies which are listed
- Singapore’s financial institutions
- Foreign companies which are financial institutions in Singapore
- Foreign companies which are wholly-owned subsidiaries of foreign companies which are Singapore financial institutions
- Companies which list its shares on the securities exchange in a territory or country which is located outside Singapore and subject to regulatory disclosure requirements.
All companies are required to keep their register of registrable controllers by the following deadlines:
- Existing companies, foreign companies and LLPs will be required to do within 60 days from 31 March 2017. This can be done by the Company Secretary.
- Newly incorporated companies and registered LLPs will be required to do so within 30 days from the date of incorporation or registration.
- Companies must identify their controllers and obtain information by sending out notices to anyone whom they know or have reasonable grounds to believe to be controllers or anyone who knows the identity of the controllers or is likely to have that knowledge
How to Set Up a Register of Registrable Controllers
You must first identify the controllers of the company and obtain information about the controllers by sending notices to anyone whom they know or have reasonable grounds to believe to be controllers, or anyone who knows the identity of the controllers or is likely to possess that knowledge.
The notices must be sent and received electronically or in hard copy. The records of the registrable controllers will not be available to the public, as it is only to be kept by the corporate entity. The information contained in the register can only be used by public agencies for administering or enforcing the law under their purview.
All companies and LLPs in Singapore must declare the location of the company’s register with ACRA when filing the company’s annual returns. Companies and LLPs will be able to discharge their duties by sending notices to the relevant parties, recording their particulars and sending further notices to any other parties who may have been revealed as potential controllers. These notices must be sent and replies received, and no liability will be held should the recipients of the notices fail to respond or provide inaccurate information.
How to Maintain the Register of Registrable Controllers
The register should be maintain at either the filing agent’s registered office, or the company’s registered office in either electronic or paper format. The records must be made available to the Registrar and public agencies which are administering or enforcing any written law upon request. This includes IRAS, CPIB and CAD.
A legal entity that is known as a Controller of a company must fulfil the following conditions to be eligible:
- Hold the right to exercise (or is currently exercising) significant control and influence over the company
- Holds 25% of the company shares either directly or indirectly
- Holds 25% voting rights in the company either directly or indirectly
- Holds the right to share in more than 25% of the company’s profits or capital, either directly or indirectly
- Has the right to either remove or appoint a director of the company either directly or indirectly.
What Information Should Be Maintained in the Register of Registrable Controllers
The following details must be maintained by the registrable individual controllers:
- Full name and aliases (if any)
- Residential address
- Date of birth
- Identification card number or passport number
- Date which registrable individual controller became an individual controller of the company
- Date on which the registrable individual controller ceased to be an individual controller of the company; if applicable.
Registrable corporate controllers must maintain the following details:
- Unique Entity Number issued by the Registrar, if any;
- Address of registered office;
- Legal form of the registrable corporate controller;
- Jurisdiction where, and statute under which, the registrable corporate controller is formed or incorporated;
- Name of the corporate entity register of the jurisdiction where the registrable corporate controller is formed or incorporated, if applicable;
- Identification number or registration number of the registrable corporate controller on the corporate entity register of the jurisdiction where the registrable corporate controller is formed or incorporated, if applicable;
- Date on which the registrable corporate controller became a corporate controller of the company; and
- Date on which the registrable corporate controller ceased to be a corporate controller of the company, if applicable.
Any person who is receiving a notice from a company or LLP must provide the following:
- Information that they are aware about the controllers
- The particulars if they are a controller