filing of registrable controller

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The Singapore government made it compulsory for local, foreign, and limited liability partnership companies to maintain a Register of Registrable Controllers from March 2017. In 2020, organizations were also directed to lodge their RORC information with the Accounting and Corporate Regulatory Authority’s (ACRA) central Register.

Unless exempted, entities must set up, lodge, and maintain their own RORC and reflect the same information on ACRA central RORC. Failure to do so within the set timeline may lead to a serious non-compliance penalty. These changes were made as an attempt to stay on par with international practices. Below, you will find a detailed guide about everything you need to know about RORC.

Who is a Registrable Controller?

A Registrable Controller (RC) of a firm is a legal entity or individual that has significant control or interest over a company. Commonly known as the beneficial owners of the company, Registrable Controllers are responsible for providing information for the Register.

A company or individual is considered a Registrable Controller with significant control if:

  • It can appoint or dismiss directors using a majority of the voting power
  • It has more than 25% of the total voting rights
  • It has a significant amount of control or influence over the firm

A company or individual is considered a Registrable Controller with significant interest if:

  • It has more than 25% of the company shares
  • It has more than 25% of the overall voting rights
  • It has the right to more than 25% of the company profits or capitals excluding share capital

In short, you will be considered as an RC if you hold over 25% voting rights in an organization, have an interest in over 25% company shares, or can exercise a significant amount of control or influence over a limited liability partnership (LLP) or a company.

A Registrable Controllers must maintain a Register of Registrable Controllers (RORC); some of the most important duties of a Registrable Controller are:

  • Responding to the notices for the LLP or company
  • Verifying the particulars and providing information to the entity regarding other possible Registrable Controllers
  • Updating the entity in case of any changes to the particulars

What is the Register of Registrable Controllers?

The Register of Registrable Controllers (RORC) is a register holding the particulars of an LLP or company’s RCs. RORCs help monitor a corporate entity’s ownership and control. Registrable Controllers keep RORC at their authorized filing agent’s office or their registered company office. The Register of Registrable Controllers can be maintained in both paper and electronic format.

Starting from 30 July 2020, entities are required to lodge the information in their RORC with the ACRA central RORC. When ACRA introduced and mandated the RORC in 2017, the intention was to enhance corporate transparency and reduce the chances of misuse of corporate entities. In addition to this, the RORC helped raise the standard of Singapore businesses to match international standards. Moreover, it boosts the country’s state effort to sustain its reputation as a reliable financial hub.

The ACRA central register must be set up within two business days after the Register of Registrable Controller has been set up. In case you update any information on your RORC, the changes should also be reflected on the ACRA central RORC within two business days.

Information in the ACRA central register will only be accessible by law enforcement agencies for investigation of offences such as money laundering and other administering purposes. Agencies such as ICAD, IRAS, and CPIB have the right to request the ACRA RORC records. The general public will not be able to access the ACRA central RORC information.

How to Set up and Maintain the RORC?

After your LLP or have registered your business in Singapore, the Register of Registrable Controllers should be set up within 30 days. The organization must notify potential controllers, get their confirmation, and prompt them to verify particulars. Entities can lodge RORC information with ACRA on their own, or they can choose to delegate a filing agent to complete their lodgement.

While the easier way to lodge your RORC data with the Accounting and Corporate Regulatory Authority is to do it through a Registered Filing Agent (RFA), you may also choose self-submission. Self-submission is applicable for position holders such as company directors, company secretaries, and managers and partners of LLPs. To apply, follow the steps below:

  1. Make sure the information provided in your own RORC is up-to-date and accurate before you start lodging the same data with ACRA
  2. Log in to ACRA’s online filing portal, BizFile
  3. On the website, press “e-Services,” “Others,” then “Update Register of Registrable Controllers”
  4. Next, press “No” if the entity is not exempt from the ACRA RORC requirements before proceeding to complete the e-form and submitting the transaction.

If you are still confused, you may refer to the step-by-step eGuide published by ACRA. Note that you do not need to pay any fees for lodging RORC data with ACRA. However, there may be serious consequences if an entity fails to lodge RORC data with ACRA. Penalties include prosecution and up to $5,000 as fine upon conviction.

Some entities are exempted from maintaining an ACRA Central Register. This list of local and foreign companies and LLP categories here are exempted from keeping an ACRA RORC. Exempted entities must inform ACRA about their exemption by following these steps:

  1. Log in to the ACRA’s online portal, BizFile+
  2. On the website, press “e-Services,” “Others,” then “Update Register of Registrable Controllers”
  3. Press “Yes” to notify that the entity is exempted and proceed

Unless exempted, all companies (both local and foreign) and limited liability partnerships are required to maintain the Register with the Accounting and Corporate Regulatory Authority. There are no fees associated, and completing the submission through e-Services only takes between 5 to 15 minutes. Simply follow the step above and input all the required Register of Registrable Controllers data to avoid any heavy penalties.

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