The need to maintain a Register of Registrable Controller (RORC) came into effect on the 31st of March 2017 through the amendment of The Companies Act. Newly incorporated companies will be required to have and maintain the registers of registrable controllers within 30 days from the date of incorporation and existing companies will be given 60 days from the date of commencement of the regime on the 31st of March 2017 to have and maintain the required registers.
Failure to comply is an offence. The maximum penalty for non-compliance is $5,000.
Our firm has been maintaining the Register of Registrable Controllers for our clients through a hard copy register in the company file. The Register of Registrable Controllers are not public and company officers can request to inspect the register at our office or to obtain a scanned copy of the register.
This, however, has changed and since May 2020, ACRA has set up a central non-public Register of Registrable Controllers which companies must update by July 2020.
The Register of Registrable Controller information lodged with ACRA will be accessible to public agencies in Singapore such as law enforcement agencies. Members of the public will not be able to access the Register of Registrable Controller information or purchase any extracts of these lodgements.
Companies, foreign companies and LLPs are required to continue to maintain a Register of Registrable Controller at the registered office address and update any changes to the RORC information prior to updating the same information with ACRA within two business days. Alternatively, a Registered Filing Agent (RFA), like our firm, may be engaged to lodge the RORC information with ACRA on behalf of the entity.
Companies/LLPs are required to ensure that the RORC remains updated. If there are no changes to RORC information, the companies/LLPs will not be required to lodge with ACRA on an annual basis.
Only authorised position holders of the business entity (e.g. directors and secretaries of company or partners of LLPs) as well as RFAs that have been authorised by the business entity can lodge RORC information in BizFile+.
RFAs Lodging Register of Registrable Controller information on behalf of their clients
RFAs can only perform transactions, including lodging of Register of Registrable Controller information, for entities which are in the client list submitted to ACRA. RFAs must ensure that they have been authorised by their clients to lodge and update the Register of Registrable Controller information on their behalf.
RFAs maintaining the Register of Registrable Controller information of their clients at their registered office must update the Register of Registrable Controller maintained at the registered office, prior to updating the same information with ACRA within two business days.
Register of Registrable Controller information to lodge with ACRA
The required information is the same as the existing Register of Registrable Controller requirements in Part 2 of the Companies (Register of controllers and Nominee directors) Regulations 2017 and paragraph 3 of the Limited Liability Partnerships (Register of Controllers) Regulations 2017.
For controllers who are individuals, the required information includes:
- Full name;
- Aliases, if any;
- Residential address;
- Identity card number or passport number;
- Date of birth;
- Date on which the registrable individual controller became an individual controller of the company or foreign company (as the case may be); and
- Date on which the registrable individual controller ceased to be an individual controller of the company or foreign company (as the case may be)
For controllers that are corporate entities; the prescribed particulars include:
- 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 controller is formed of incorporated;
- Name of corporate entity register of the jurisdiction in which 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 or foreign company (as the case may be); and
- Date on which the registrable corporate controller ceased to be a corporate controller of the company or foreign company (as the case may be)
Please note companies and LLPs that do not comply will be guilty of an offence and shall be liable upon conviction, to a fine not exceeding $5,000.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Acra Filing Agent
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