This article set out the key information on Registrable Controllers and the requirements to lodge the Register of Registrable Controller with ACRA.
What is Registrable Controller?
Registrable Controller is defined as an individual or a legal entity that has a “significant interest” in or “significant control” over the company.
An individual or legal entity who has:
Interest in more than 25% of the shares
Shares with more than 25% of total voting power in the company
An individual or legal entity who has significant control over a company is a person who:
holds the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings;
holds more than 25% of the rights to vote on matters that are to be decided upon by a vote of the members of the company; or
exercises or has the right to exercise significant influence or control over the company.
All local and foreign entities are capable of being corporate controllers, including societies and trust companies. From 31 March 2017, all companies, foreign companies and limited liability partnerships (LLPs) incorporated in Singapore, unless exempted, are required to have and maintain a register of registrable controllers (RORC) within 30 days from the date of incorporation.
Variable Capital Companies (VCCs) are required to keep and maintain a register of registrable controllers (RORC) only at their end. More information can be found in the notice issued by MAS to VCCs here.
Dormant entities are still required to keep and maintain the RORC and file this information with ACRA.
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. Shareholders, who are not officers of the companies, will not be able to view the RORC.
The RORC are to be kept and maintained in their registered office address, or with their appointed RFAs. If there are any changes to the RORC information, they must first update their RORC, before updating the same information with ACRA within 2 business days.
With effect from 30 Jul 2020, all companies, foreign companies, and LLPs incorporated in Singapore, unless exempted, are required to lodge RORC information with ACRA.
This requirement also applies to entities which are dormant or undergoing winding up, striking off, receivership, or judicial management. VCCs are not required to lodge RORC information with ACRA.
Only authorised position holders of companies, foreign companies, and LLPs (e.g. company directors and secretaries, partners of LLPs), as well as authorised RFAs, Group secretaries and Group of Companies, can lodge RORC information via BizFile+.
There is no need to update the RORC information lodged with ACRA annually, if there is no change to the existing RORC information maintained by the entities. Companies, foreign companies and LLPs must ensure that the RORC remains up-to-date, by reviewing and updating the register as and when there are changes.
The RORC information lodged with ACRA 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). Members of the public will not have access to the RORC information.
While an entity may authorise an Registered Filing Agent (RFA) to set up and maintain its RORC and file the RORC information with ACRA, the legal obligations resides with the company, foreign company or LLP and they will be liable for any enforcement actions taken by ACRA for breaches of the RORC requirements.
We wish to highlight while there are no late filing fees, failure to lodge RORC information with ACRA by 30 June 2021 may lead to prosecution for the offence and the offender can face a fine of up to $5,000.
Should you need an expert advice in regard to this matter, contact us now for a non-obligatory consultation.
Atriox Management Pte. Ltd.
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