In Singapore, corporate transparency is paramount. To uphold this, the Register of Registrable Controllers (RORC) mandates that companies, foreign companies, and Limited Liability Partnerships (LLPs) maintain an internal record of individuals or entities with significant control or ownership. This register plays a crucial role in enhancing transparency, preventing illicit activities, and ensuring compliance with regulatory standards.
What is the RORC?
The RORC is an internal register that companies must maintain, detailing individuals or entities with significant control or ownership. This register is not publicly accessible but must be available to authorities upon request. The primary objective is to identify and record beneficial owners, thereby preventing misuse of corporate structures for illicit activities.
Who Qualifies as a Registrable Controller?
A “registrable controller” is defined as an individual or entity that meets specific criteria indicating significant control or ownership over a company. These criteria are categorized into two main aspects:
1. Significant Interest
An individual or entity is considered to have significant control if they:
- Possess the right to appoint or remove directors who hold the majority of voting rights at board meetings.
- Hold more than 25% of the voting rights on decisions made by the company’s members.
- Exercise, or have the ability to exercise, significant influence or control over the company.
2. Significant Control
An individual or entity is deemed to have significant control if they:
- Have the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings.
- Hold more than 25% of the rights to vote on matters decided upon by the company’s members.
- Exercise or have the right to exercise significant influence or control over the company.
In scenarios where a company cannot identify a registrable controller, certain individuals, such as directors with executive control and the Chief Executive Officer (CEO), are automatically considered registrable controllers.
Entities Required to Maintain the RORC
All companies, foreign companies, and LLPs registered in Singapore must maintain a RORC, unless they are exempt. Exempted entities include:
- Publicly listed companies.
- Singapore financial institutions.
- Companies wholly owned by the government or statutory bodies established for public purposes.
- Foreign-listed companies with equivalent disclosure requirements.
Setting Up the RORC
Companies must set up their RORC within specific timelines:
- For companies incorporated on or after 16 June 2025: The register must be established on the date of incorporation or registration.
- For companies incorporated before 16 June 2025: The register must be set up within 60 days after the date they are required to maintain it.
The RORC can be maintained in either electronic or hardcopy format and must be kept at the company’s registered office address or the registered office address of its appointed Corporate Service Provider.
Information to be Included in the RORC
The RORC must contain detailed information about each registrable controller:
For Individuals:
- Full name.
- Aliases, if any.
- Residential address.
- Email address.
- Contact number.
- Nationality.
- Identity card number or passport number.
- Date of birth.
- Date of becoming a controller.
- Date of cessation as a controller, if applicable.
For Corporate Entities:
- Name.
- Unique Entity Number (UEN), if any.
- Address of registered office.
- Email address.
- Contact number.
- Legal form and jurisdiction of incorporation.
- Name of the authority in which the corporate controller is formed or incorporated.
- Identification number or registration number issued to the corporate controller.
- Date of becoming a controller.
- Date of cessation as a controller, if applicable.
Lodging RORC Information with ACRA
Since 30 July 2020, in addition to maintaining an internal RORC, companies are required to lodge the same information with the Accounting and Corporate Regulatory Authority (ACRA) via the “Update Register of Registrable Controller” eService on BizFile. This must be done within 2 business days after the private RORC has been set up or after any updates have been made.
The lodged information will not be publicly accessible but will be available to law enforcement agencies for the purpose of administering or enforcing the laws under their purview.
Maintaining and Updating the RORC
Companies must ensure that their RORC is kept up to date. This involves:
- Issuing annual notices to registrable controllers to confirm their information.
- Updating the register within 2 business days after becoming aware of any changes.
- Keeping records of all notices sent and responses received.
If a registrable controller fails to respond to a notice within 30 days, the company must record the latest available information and note that it has not been confirmed by the controller.
Penalties for Non-Compliance
Failure to comply with RORC requirements can result in penalties:
- For companies: A fine not exceeding SGD 5,000.
- For officers of companies: A fine not exceeding SGD 5,000 or imprisonment for a term not exceeding 12 months, or both.
Conclusion
The RORC is a vital component of Singapore’s commitment to corporate transparency and integrity. By maintaining an accurate and up-to-date register of registrable controllers, companies not only comply with legal requirements but also contribute to a trustworthy business environment. It’s essential for companies to understand their obligations under the RORC and ensure timely and accurate compliance to avoid penalties and uphold their reputation in the market.