Setting up and maintaining a Register of Registrable Controllers (RORC)

Q       When must a company start keeping a register of registrable controllers?

A:       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.

Q       Are Variable Capital Companies (VCCs) required to keep a register of registrable controllers?

A:       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.

Q       If I outsource my entity’s corporate secretarial work to a corporate service provider, can the corporate service provider keep my RORC on my behalf?

A:       If your corporate service provider is a registered filing agent (RFA) with ACRA, you may authorise him to keep your RORC at his registered office address. 

Q       Do shareholders/company directors have the right to view the company’s RORC? 

A:       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.

Q       My company/LLP is dormant. Can I be exempted from maintaining the RORC?  

A:       Dormant entities are still required to keep and maintain the RORC and file this information with ACRA.

Q       Am I required to file RORC information with ACRA for my entities that have been struck off?

A:       Entities which are struck off need not file their RORC information with ACRA.

Q       I have appointed an RFA to maintain my entity’s RORC and to file the information with ACRA. Does this mean that it is no longer my entity’s responsibility to keep my RORC information updated?

A:       While an entity may authorise an 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.

The company, foreign company, and LLP will be liable for any enforcement actions taken by ACRA for breaches of the RORC requirements. 

Lodging RORC information with ACRA with effect from 30 July 2020

Q     Which business entities need to lodge RORC information with ACRA?

A:       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.

Q       Who can lodge RORC information on behalf of business entities?

A:       Only authorised position holders of companies, foreign companies, and LLPs (e.g. company directors and secretaries, partners and managers of LLPs), as well as authorised RFAs, Group secretaries and Group of Companies, can lodge RORC information via BizFile+.

Q       Is there a need to attach supporting documents when we lodge the RORC information with ACRA?

A:       Lodgers are strongly encouraged to attach relevant supporting documents (e.g.  Notices or confirmation from controllers) when updating the particulars of each controller via BizFile+. Such supporting documents will enable ACRA to verify the RORC information submitted by the entity. This will also reduce the need for ACRA to contact entities for such information when the need arises.

Q       Do companies, foreign companies and LLPs still have to keep and maintain their own RORC now that they are required to lodge RORC information with ACRA?

A:       In addition to providing the RORC information to ACRA, companies, foreign companies and LLPs are still required to keep and maintain a RORC 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. 

Q       Are companies, foreign companies and LLPs required to update the RORC information lodged with ACRA on an annual basis?

A:       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.

Q       Is there a need to update information of past controllers who have ceased to be controllers of the entity?

A:       Yes. Particulars of previous controllers, including the date they had ceased to be controllers, must be filed with ACRA.

Q       My company is owned by a foreign corporate controller, but the foreign corporate controller does not have any registration number. How can I lodge this information with ACRA? 

A:       You can still file RORC information about the foreign corporate controller which has not been issued with a registration number in their jurisdiction, by leaving the field blank in the eform in BizFile+.

Q       Apart from appointment holders and RFAs, who else may have access to the information on my entity’s RORC lodged with ACRA?

A:       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.

Q       Can I purchase the extracts of the RORC information lodged with ACRA?

A:       RORC information lodged with ACRA is not available for purchase by members of public.

Q     How can I verify that I have submitted the RORC information correctly?

A:       The RORC e-Service has been refined to allow lodgers to verify the RORC information before submission. Upon submission, you may still review the information lodged using the same “Update Register of Registrable Controllers” e-Service via BizFile+.

Q       I am an RFA that has been appointed by my client to maintain their RORC. But my client did not instruct me to file their RORC information with ACRA on their behalf. Should I still file their RORC information on behalf of my client?

A:       RFAs who have not been instructed by their clients to file the RORC information with ACRA should not access or file the RORC information on behalf of their client. They should remind their client on the obligations to file the RORC information with ACRA and take instructions from their clients.    

The company, foreign company, and LLP will be liable for any enforcement actions taken by ACRA for breaches of the RORC requirements. 

Q       The identified controller did not respond to the notices that was sent to confirm their particulars. Can I still file the RORC information with ACRA?

A:       If a company or LLP is unable to get a response from a potential controller 30 days from the date of the notice sent, the most recent particulars of the potential controller held by the company/LLP must be entered into its RORC with a note stating that the particulars have not been confirmed by the controller within 2 business days.

The business entity or appointed RFA can then update the RORC information with ACRA and indicate that the controller’s particulars are “unconfirmed” in the eform.

Entities that are exempted from RORC requirements

Q       My entity is exempted from the RORC requirements. What should I be lodging with ACRA?

A:       Please inform ACRA you are an exempted entity via the e-Service “Update Register of Registrable Controllers” in BizFile+, by selecting “Yes” to the question “Is the entity exempted from Register of Registrable Controller (RORC) requirements?”.  

Q       My entity was previously exempted from maintaining a RORC but is no longer exempted. When do I have to set up the RORC and lodge the information with ACRA?

A:       You must keep and maintain the RORC at the entity’s registered office address or the registered office of your appointed RFAs, no later than 60 days after the entity no longer qualifies for exemption. Information on the RORC must be lodged with ACRA within 2 business days after the entity has set up its RORC.

Bulk upload of RORC information with ACRA

Q       Can I lodge RORC information for multiple entities at the same time?

A:       RORC information can be submitted individually for a single entity, or in bulk for multiple entities.

To submit the RORC information for multiple entities, download the prescribed Excel template here (xlsx, 33KB), and follow the instructions in the template. After verifying that the RORC information is accurate, upload the file via the Update Register of Registrable Controllers e-Service in BizFile+.

Q       Can I use the bulk upload function to upload controllers that are foreign entities?

A:       You may upload RORC information for all entities (including foreign corporate entities, societies, trusts, entities with UEN not issued by ACRA) identified as a corporate controller, using the prescribed Excel template.

Q       I have lodged RORC information using the bulk upload function, but the RORC information submitted is not reflected in the system. Why?

A:       All records uploaded using the bulk upload function will be processed at the end of the day. An email will be sent the next day, to notify lodgers of the number of records processed.

You can check on the transaction using the “Transactions Status Enquiry” via BizFile+ with the transaction number provided.

Amending RORC information lodged with ACRA

Q       I made a mistake in submitting my entity’s RORC. Do I need to file Notice of Error (NOE)?

A:       You may amend any RORC information that was wrongly provided to ACRA using the same e-Service Update Register of Registrable Controllers. You do not have to file a NOE for RORC-related transactions.

Q       I have updated the particulars of the controller(s) using the RORC e-Service. Does that mean I do not need to update any changes of details with ACRA using the other transactions if the controller is also holding positions in the business entities or vice versa.

A:       RORC information lodged with ACRA is stored independently from the other business information filed by the entities.

If the controller is also a director of the company, the company will have to update the changes via the RORC e-Services as well as file a “Change in Personal Particulars of Company Officers” via BizFile+.

Identifying registrable controllers

Q       How can companies trace their controllers? Will companies have difficulty identifying the controllers?

A:       Companies, foreign companies and LLPs must send a notice to its shareholders and directors (for companies) / managers and partners (for LLPs) to confirm if they are controllers or know anyone who is a controller. For majority of the entities, the controllers are likely to be the shareholders/partners. 

If a potential controller does not respond within 30 days from the date of the notice sent, the most recent particulars of the potential controller held by the company/LLP must be entered into its RORC with a note stating that the particulars have not been confirmed by the controller within 2 business days.

Companies, foreign companies and LLPs are advised to send a notice annually to all its shareholders and directors to confirm if they are the controllers; or if they are aware of any other controllers.  

Please refer to the ACRA-issued Guidance for more details.   

Q       Are shareholders who own more than 25% of the entity’s shares considered controllers? Must their particulars be recorded in the RORC?  

A:       Individuals who own more that 25% of the shares in the entity are considered to have “significant interest” in the company or foreign company and so should be recognised as controllers, and their particulars should be recorded in the entity’s RORC accordingly.

Q       I am not able to identify any controller as no one owns more than 25% shareholding in the entity. Does this mean there is no controller for my entity?

A:       In this case, you should proceed to identify individuals or legal entities that have a “significant control” (e.g. having the right to appoint or remove directors who hold a majority of voting rights at meetings of the directors) and recognise them controllers.

Please refer to the ACRA-issued Guidance for more details.   

Q       Is it an offence for a company not to have any registrable controllers?

A:       It is not an offence for a company not to have any registrable controllers.

Q     Is a society or a licensed trust company capable of being a controller?

A:       All local and foreign entities are capable of being corporate controllers, including societies and trust companies.

Q       How may a company or foreign company identify its controller(s) in a case involving a trust?

A:       The company or foreign company must send a notice to the trustee, who is obliged to (a) confirm and provide its particulars to the company (if it is a registrable controller of the entity); and (b) inform the entity of other registrable controllers or persons who are likely to have that knowledge.  

For more details, please refer to the ACRA-issued Guidance, particularly para 4.2.

Q       If the controller’s details are already disclosed in the business profile (e.g. shareholders), is it still necessary to perform these checks? 

A:       Yes. Companies, foreign companies and LLPs must trace their own controllers and include the information on the controllers into their respective RORCs.

Q       The company is wholly owned and controlled by me. Do I need to maintain a RORC, and send notices to myself to confirm my own particulars? 

A:       All companies, foreign companies and LLPs are required to keep and maintain a RORC, and also file their RORC information with ACRA. However, there is no need for you to send a notice to yourself to confirm your own particulars.  

Q       I am still unable to identify any controllers after taking all efforts to identify controllers who may have significant interest and significant control over the entity. Can I update my RORC saying I am unable to identify any controllers?

A:       Please update ACRA using the e-Service “Update Register of Registrable Controllers” as follows:

  1. Select “No” to the question “Is the entity exempted from RORC requirements”; and
  2. Select “No controller identified” and proceed to submit the transaction. 

In such instances, the company, foreign company or LLP should attach to the RORC, the list of the Board of Directors or Directors or Managing Partners to indicate who is directing the operations of the entity at that point in time. The entity will need to demonstrate to ACRA, that they have taken reasonable steps in identifying the controllers, if requested.

Q       Can someone else other than the controller provide a confirmation to the notice sent to them?

A:       Yes, the particulars of the controller can be confirmed by a RFA acting on behalf of the controller, or by the controller himself/herself. Please refer to the ACRA-issued Guidance for more details.   

Q       Can ACRA identify who is my controller for me?

A:       ACRA will not be able to identify the controllers on your behalf. Please refer to the ACRA-issued Guidance for more details on how to identify the controllers.

Penalties and Fees

Q       Is there any fee payable to lodge RORC information with ACRA?

A:       There is no fee payable for lodging RORC information with ACRA.

Q       What are the penalties for failing to lodge RORC with ACRA when the law takes effect? Is there any late filing fees for late lodgment?

A:       While there are no late filing fees, failure to lodge RORC information with ACRA may lead to prosecution for the offence and the offender can face a fine of up to $5,000 upon conviction. Entities that have not filed their RORC information with ACRA are strongly advised to so as soon as possible to avoid enforcement action.

Q       Can I apply for an extension of time if I am unable to lodge RORC information with ACRA within the prescribed timeline?

A:       There is no extension of time for RORC-related filings. Should you require assistance with the lodgment process, please contact us using the online email form available at www.acra.gov.sg/feedback or call our Helpdesk at 6248 6028.

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