The maintenance and lodgment of the Register of Registrable Controllers (RORC) with the Accounting and Corporate Regulatory Authority (ACRA) is mandatory for all companies, foreign companies, and Limited Liability Partnerships (LLPs) in Singapore. The implementation of the RORC is part of the regulator’s on-going efforts to enhance the transparency of ownership and control of corporate entities.
What is the RORC?
The RORC is a record that contains particulars of individuals or legal entities who has been identified as a Registrable Controller of a company.
Who is a Registrable Controller (RC)?
A controller is as an individual or a legal entity that has a “significant interest” and / or has “significant control” over the company.
- A controller who has significant interest in a company may include an individual with interest in more than 25% of the shares or shares with more than 25% of total voting power in the company.
- A controller based on significant control over a company:
- – is able to appoint or remove directors; or
- – has control over a majority of voting rights at directors’ meetings; or
- – has control of 25% or more of the voting rights for matters voted by the members of the company; or
- – has right and/or have significant influence or control over the company.
Obligations to file the RORC
Since 31 March 2017, companies and LLPs are required to maintain a RORC either in their registered office address or at the office of their authorised filing agent.
From 30 July 2020, entities must lodge the RORC information with ACRA within 2 business days after the RORC has been setup, or after any update have been done to their RORC.
Since 30 June 2021, every foreign company and limited liability partnership in Singapore must lodge its RORC with ACRA.
Timeline to update changes of the Register of Registrable Controllers
Should there be any changes to the RORC, entities must update the changes within:
- 2 business days after the particulars have been “confirmed”; or
- 2 business days after the end of the 30 days after the date on which the notice is sent by the company to the registrable controller.
Failure to lodge or update your RORC with ACRA may result in a fine of S$5,000.
Who can view an entity’s RORC?
Company directors and secretaries, being officers of the companies can view the company’s RORC as they are responsible for keeping and maintaining the company’s RORC.
The information in the ACRA central RORC will only be made available to law enforcement agencies for the purpose of administering or enforcing the laws under their purview (e.g., investigation of money laundering offences).
The members of the public, including shareholders and auditors of the Company will not have access to the information in the ACRA central RORC.
Keeping the RORC of your company confidential
Crafting, handling, and updating the RORC is an important responsibility often handled by the company secretary. As the RORC is a confidential and sensitive document, working with reputable, professional, and trust-worthy corporate services providers is highly recommended.
Feel free to reach out to MBiA to understand how we maintain the highest standards of ethics, diligence, and outmost care for all our client matters.
