What is a Register of Controllers and Why Singapore Companies Now Have to Submit this Document
What is Register of Registrable Controllers?
Singapore local and foreign companies and limited liability partnerships (LLPs) used to maintain a register of registrable controllers (RORC) internally. The register lists the details of the company’s all controllers & beneficial owners.
Now, the government wants information about controllers & beneficial owners like names, ID details, citizenship, and places of registration for corporate. The new regulation asks them to lodge the details in their RORC with the ACRA. It means they need to discuss the issue with their company secretary and to see it through.
As per the new regulation, they must file the register to the Company Registrar of Singapore electronically and keep it updated. The new regulation came into effect on 30 July 2020.
Need for Register for Registrable Controllers
Why does the Singapore government want to know the details of the ownership and control structure of corporate?
The concept of the Register for Registrable Controllers was floated by the Financial Action Task Force (FATF). FATF is devoted to fighting financial wrongdoing. In 2016, it asked Singapore to install checks to prevent activities like money laundering and financial terrorism.
In response, ACRA came up with a regulation mandating businesses to maintain track of the individuals or corporations that own or control the end money. This is how Registers for Registrable Controllers came into being.
However, the register was maintained by the companies internally. ACRA did not actively enforce it. Many of them made mistakes in it. Some failed to give clear instructions to their company secretary and follow up on the execution.
However, there were some companies that benefited by keeping this information obscure. Their end-beneficiaries benefited as tracking them proved difficult. Solution? The new regulation. It requires Singapore companies to file the Registers to ACRA.
The implementation of new regulation puts ACRA in a position to track end-beneficiaries. It is expected to eliminate the misuse of Singapore companies for facilitating illegal financial activities.
Who is the Controller of a Singapore Company?
An individual investor or a company that fulfills one of the following criteria is considered as a controller in a Singapore company.
- Directly or indirectly holds more than 25% of company shares
- Directly or indirectly has more than 25% of voting rights in the company
- Directly or indirectly is eligible for sharing more than 25% of the capital or profit of the company
- Directly or indirectly has the right to appoint or remove company directors
- Directly or indirectly has the right to exercise or exerts control or influence over the decisions of the company.
Information Companies Need to Maintain in RORC
As per ACRA, the companies need to invest time in updating and maintaining the following info in their register.
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.
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
Deadline for Submitting RORC with ACRA
The companies must file the details in their RORC with the Central Register of Controllers in Singapore. The initial deadline was 29 August 2020. However, because of the Covid-19 disruption, it has been extended to 29 September 2020.
The Singapore listed companies, financial institutes, and government-owned companies are exempted from submitting RORC with ACRA. However, Singapore companies and LLPs, unless they are exempted need, to submit their register with ACRA within 2 business days from setting up their RORC.