Setting up and maintaining a Register of Registrable Controllers (RORC)
Q: When must a company start keeping a register of registrable controllers? What is the consequence if the companies did not do so within the grace period?
A: Newly incorporated companies will be required to have and maintain the registers of registrable controllers within 30 days from the date of incorporation. Failure to comply is an offence.
Q: Will companies have difficulty identifying the controller?
A: As a start, a company may write to all its legal owners (shareholders) as well as directors and ask whether they are controllers or know anyone who is a controller, by sending that person a notice. For a majority of companies, their shareholders are likely to be the controllers. Therefore the names that they will reflect in their registers of controllers will be the same as the names on their registers of members.
Q: If companies/LLPs/foreign companies cannot maintain the registers by the stipulated timelines (e.g maybe because of uncontactable controllers), what are the consequences/actions ACRA may undertake?
A: If a company does not get a response from a potential controller to whom it sent a notice, it must enter into its register of controllers, the particulars of the addressee that it has in its possession with a note that the particulars have not been confirmed by the controller. This must be done within 2 business days after the end of 30 days after the date on which the notice is sent by the company to the registrable controller. The company is obliged to send a notice to all those whom it believes could be a controller, otherwise it commits an offence. Minimally ACRA expects companies to send a notice to all its shareholders and directors asking whether they are the controllers or know any controllers on an annual basis.
Q: What is the penalty for failing to maintain a register of registrable controllers?
A: The maximum penalty for non-compliance is $5,000. This is similar to the existing penalty if companies fail to file annual returns.
Q: To what extent must companies trace their controllers?
A: Companies need only send notices to any person whom they know or have reasonable cause to believe to be controllers, who knows the identity of the controllers or who is likely to have that knowledge.
If the recipient of a notice does not reply, the company need not ensure that the recipient reply and may enter into its register the particulars of a controller with a note indicating that the controller has not confirmed the particulars. Please refer to the ACRA-issued Guidance on this page for more details.
Q: In its tracing of controllers, must a company that hits a foreign entity, trace further to find out the individual controllers?
A: Yes. This is similar to where registered filing agents conduct customer due diligence with respect to foreigners.
Q: If I outsource my corporate secretarial work, can my corporate secretary keep my register of registrable controller?
A: If your corporate secretary is a registered filing agent (RFA), he may keep your register of registrable controller at his registered office.
Q: Can a locally-incorporated company rely on information provided by its appointed registered filing agent?
A: If a RFA provides information of a controller to his client company on behalf of a controller, the company can rely on that information to maintain its register of registrable controller.
Q: Do shareholders/company directors have the rights to see the registers of registrable controller?
A: The company’s officers are able to view the register of registrable controllers. The officers are the ones responsible for maintaining the register. The shareholders will not be able to view the register as the register is not meant for public viewing.
Q: My company is dormant. Can I be exempted from maintaining the registers of registrable controller?
A: Dormant company cannot be exempted and is required to maintain the register of registrable controllers.
Q: If the controller’s details are already disclosed in business profile (i.e, as shareholders), is it still necessary to perform these checks then?
A: Yes. The register of registrable controllers is kept by the company or LLP, so the company or LLP must do the necessary tracing of their own controllers and enter information on the controllers into their respective registers.
Q: What happens to the registered filing agents’ AML/CFT obligations with the implementation of the register of registrable controllers?
A: RFAs must continue to comply with the AML/CFT obligations under the ACRA (Filing Agents and Qualified Individuals) Regulations 2015, including the obligation to collect beneficial ownership information of their clients as part of customer due diligence. If a RFA is appointed as a company secretary of a locally-incorporated company or is appointed by the locally-incorporated company to help it comply with the obligations pertaining to the register of registrable controllers, he would have to separately carry out the obligations pertaining to the register of registrable controllers as the secretary for the company.
Lodging RORC information with ACRA with effect from 30 July 2020
Q: Which business entities need to lodge RORC information with ACRA?
A: All companies, foreign companies, and LLPs incorporated in Singapore are required to lodge RORC information with ACRA unless it is exempted. This requirement applies even if the entities are dormant or undergoing winding up, striking off, receivership, or judicial management.
Q: Who can lodge RORC information on behalf of business entities?
A: Only authorised position holders of the business entity (e.g. directors and secretaries of company / partners of LLPS) as well as their appointed RFAs that have been authorised by the business entity can lodge RORC information in BizFile+ using the new transaction “Update Register of Registrable Controllers”.
Q: How do I update my RORC information with ACRA?
A: The RORC information can be updated with ACRA via BizFile+ under the transaction “Update Register of Registrable Controllers”.
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 upload the information in bulk, you may upload the listing using the prescribed Excel template, which is available for download here (XLS, 23kb).
You can then follow the instructions in the template to fill up the RORC information of your controllers before uploading it via the “Update Register of Registrable Controllers” transaction in BizFile+.
Please note that the bulk upload function is not applicable for foreign companies not registered with the registrar. For controllers that are foreign corporate entities, please upload them using the “Individual Upload” function via the “Update Register of Registrable Controllers” transaction in BizFile+.
Q: Can I use the bulk upload function to upload controllers that are foreign entities?
A: No. For controllers that are foreign corporate entities, please upload them using the “Individual Upload” function via the “Update Register of Registrable Controllers” transaction in BizFile+. Please attach a copy the entity’s RORC as supporting document when doing so.
Q: Are companies still required to maintain a RORC on their end now that companies and LLPs are required to lodge RORC information with ACRA?
A: Companies and LLPs are still required to maintain a RORC on their end, in addition to providing the RORC information to ACRA. If there is any change to their RORC they must first update it before updating the same information with ACRA within 2 business days.
Q: Who has access to the information on my entity’s RORC?
A: The RORC information lodged with ACRA’s central register 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: My entity was previously exempted from maintaining a RORC but is no longer exempted now. How long do I have to set up the RORC and lodge the information with ACRA?
A: The entity must set up a RORC maintained at its registered office address or the registered office of their appointed RFAs, no later than 60 days after it no longer qualifies for exemption. Information on the RORC must be lodged with ACRA within two business days after the entity has set up its RORC.
Q: Is there a need to attach supporting documents (e.g. confirmation from registrable controllers) when we lodge the RORC information with ACRA?
A: Even though it is not mandatory, lodgers are strongly encouraged to attach relevant supporting documents (e.g. Notice for controllers) when they are updating the particulars of the controller individually in BizFile+.
Q: Why is it that the legislation requires me to file RORC information by within 30 days, but the notification letter informed me that I have up to 29 September to file RORC information with ACRA instead?
A: Entities are required by law to lodge their RORC information within 30 days (ie: by 29 August 2020) from the commencement of the requirements effectively from 30 July 2020. However, as Singapore has just exited the Circuit Breaker, to assist business entities ease into the resumption of normal business activity; ACRA will extend the transition period for lodging the required RORC information by another month to 29 September 2020.
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: Is there any penalty for late lodgement?
A: There is no penalty for late lodgement for this transaction. However, entities that are found to have failed to lodge RORC information with ACRA within the deadline, may be face enforcement action and fined up to $5,000 upon conviction.
Q: What are the penalties for failing to lodge RORC with ACRA when the law takes effect?
A: The companies/foreign companies/LLPs will be guilty of an offence, and shall be liable upon conviction, to a fine not exceeding $5,000.
Q: Can an extension of time application be made if I am unable to lodge RORC information with ACRA by the prescribed deadline?
A: There is no extension of time application process.Should you face any difficulty or need help with the lodgement process, you may contact ACRA Helpdesk at 6248 6028 or send us your enquiries via www.acra.gov.sg/feedback.
Updating RORC information with ACRA
Q: What happens if there is an error in the RORC information lodged with ACRA?
A: The lodger can lodge a Notification of Error with ACRA if it is due to a typographical error.
Q: Are companies/foreign companies/LLPs required to update the RORC information lodged with ACRA on an annual basis?
A: No. Companies/foreign 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.
Q: Is there a need to update information of past controllers whom have already ceased to be controllers of the entity?
A: Particulars of previous controllers should also be uploaded with ACRA as previously identified. The date which they ceased to be controllers should also be updated accordingly.
Q: Should I inform ACRA if my entity is exempted from the requirement to keep a RORC?
A: Yes. You will need to login via BizFile+ and inform ACRA that your entity is exempted from maintaining RORC. You can do so using the transaction “Update Register of Registrable Controllers” and indicate that your entity is exempted from this requirement by selecting "Yes".