Compulsory to file Registers Of Registrable Controllers information
With effect from 30 July 2020, the Accounting and Corporate Regulatory Authority (ACRA) requires all companies, foreign companies and limited liability partnerships (LLPs) to lodge the Registers Of Registrable Controllers (RORC) information.
This is part of ACRA’s ongoing efforts to uphold Singapore’s reputation as a trusted financial hub. This further enhances the transparency of ownership and control of corporate entities.
The RORC information in ACRA’s Central Register of Controllers will only be made available to law enforcement agencies. This will be to administer or enforce the laws under their purview (e.g. investigation of money laundering offences).
Members of the public do not have access to the RORC information in the Central Register of Controllers.
File RORC information with ACRA by 29 September 2020
The law requires all companies, foreign companies and LLPs to file the information in their existing RORC with ACRA’s Central Register of Controllers, within 30 days from 30 July 2020.
Singapore recently exited the Circuit Breaker. To assist business entities in easing into the resumption of normal business activities, ACRA allows entities to file their RORC information by 29 September 2020.
Lodging of RORC information with ACRA via BizFile from 30 July 2020
You can appoint our team as your Registered Filing Agent (RFA) to maintain and lodge RORC information with ACRA.
Frequently Asked Questions on RORC
As you plan to start a business in Singapore, these are the frequently asked questions about RORC.
Q. When should our company start to keep a RORC? What will happen if we did not comply?
Answer: All company must have and maintain the RORC. For newly incorporated companies, the company must maintain a RORC within 30 days from the date of incorporation. Non-compliance is an offence.
Q. Do companies find it hard to identify a controller?
Answer: The company secretary should write a letter and send to the directors and the shareholders (i.e. legal owners), asking them if they are the controllers. In most companies, the shareholders are the controllers. This means that the names in the RORC should be similar to the registers of members.
Q: If the foreign companies, LLPs, or Singapore companies failed to keep the RORC, what are the possible actions or consequences?
Answer: After sending a notice to the shareholders and directors, the company may not receive any response. The company secretary must then enter the particular of these addressees (non-response) in the RORC.
This must be completed within two business days after the end of 30 days after sending the notice to the registrable controller.
It is the company’s responsibility to send a notice to those individuals they believe to be a controller. Otherwise, this is a serious offence. Generally, ACRA expects all companies to send such notice to the directors and shareholders annually.
Q: If the company failed to maintain a RORC, what is the penalty?
Answer: The maximum penalty is SGD 5,000. This is the same penalty if the companies fail to file annual returns (AR) with ACRA.
Q: How should companies identify their controllers?
Answer: Companies are responsible for sending notices to any person who is likely to know who the controller is or can be one of the controllers.
If the addressees failed to reply to the notice, the company is not responsible for ensuring that the addressees reply. The company secretary will indicate in the RORC that the “possible controller” did not send a confirmation.
Q: Are the company directors and shareholders allowed to view the RORC?
Answer: The officers of the company can see the RORC. These officers are the ones who have the accountability of keeping the register. The public, including the shareholders, do not have access to the RORC as it is not meant for the public viewing.
Q: During the tracing of controllers, when a company hits a foreign entity, should the company trace further to find out the individual controllers?
Answer: Yes.
Q: We have outsourced the corporate secretarial work. Can the company secretarial firm keep the RORC?
Answer: Yes. The company secretary must be a registered filing agent (RFA) and keep the RORC at its registered office.
Q: Can we rely on information provided by our appointed RFA?
Answer: Yes.
Q: Our company is dormant. Do we need to maintain the RORC?
Answer: Yes. All companies, including dormant companies, are required to maintain the RORC.
Q: The controller’s details (i.e. the shareholders) are in the ACRA business profile. Must the company perform these checks then?
Answer: Yes. The company must do the necessary tracing of their own controllers and enter information in the RORC.
Q: After implementing the RORC, what happens to the registered filing agent’s CFT/AML obligations?
Answer: RFAs must comply with the requirements of the AML/CFT obligations written under the ACRA (Filing Agents and Qualified Individuals) Regulations 2015.
These include collecting the client’s beneficial ownership information, which is under the customer due diligence.
Speak to our Company Secretarial team
Please send a note through our contact form, and our Company Secretarial Team will arrange a call to hear your queries.