How to Set Up a Register of Registrable Controllers
What is the Register of Registrable Controllers?
Singapore corporate entities like local and foreign companies and limited liability partnerships (LLPs) use the register of registrable controllers (RORC) to update and maintain details of beneficial owners. They must maintain RORC at their or agent’s registered office address.
The authorities have come up with a new regulation that asks these corporate to lodge the details in their RORC with the ACRA, the Company Registrar of Singapore. It has come into effect, since 30 July 2020.
The information in RORC reveals the ownership and control structure of corporate and is expected to minimize the misuse of corporate for conducting illegal activities like money laundering or terrorist financing.
Who is Exempted?
The listed companies, Singapore financial institutes, and government-owned companies are exempted from the requirement.
Deadline for Filing of RORC with ACRA
ACRA has asked corporate to file the RORC information with its Central Register of Controllers. ACRA’s specific deadline was 31 March 2021. However, because of the current disruption in the market, ACRA has been extended it to 29 September 2020.
Who is the Controller of a Company?
A controller in a corporate is an individual investor or a corporate that,
- Directly or indirectly holds more than 25% of shares or has more than 25% of voting rights in the company or is eligible for sharing more than 25% of capital or profit of the company
- Directly or indirectly has the right to appoint or remove company directors or has the right to exercise or exerts control or influence over the decisions of the company.
How to Set Up RORC?
The companies need to identify their controllers and acquire their details by issuing notices to entities likely to be controllers or to entities that can identify controllers.
The company secretary issues notice in electronic or hard copy form and also handles replies to them.
Handling Replies to Notices
The company needs to wait for 30 days for a reply after sending out a notice. If the recipient of a notice does not reply, the company must update its register within 2 business days.
Their register should reflect the particulars of the address of the recipient in its possession and that the particulars haven’t been confirmed by the controller.
The companies can trace the controller up to the locally registered or incorporated companies or LLP maintaining their own register. They can also send notices to relevant entities and customers.
Information To Be Maintained in the RORC
By the registrable individual controllers:
- Full name and aliases (if any)
- Residential address
- Date of birth
- Identification card number or passport number
- Date on 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.
By the registrable corporate controllers:
- 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
- Date on which the registrable corporate controller ceased to be a corporate controller of the company, if applicable
The individuals receiving a notice from a company or LLP must communicate information that they know about the controllers. If they are the controller, they must provide their particulars.
Singapore local & foreign companies and LLPs, unless exempted must lodge their RORC information with ACRA within two business days from setting up of their RORC.