Update as at 15 September 2020
The “Update Register of Registrable Controllers (RORC)" transaction in BizFile+ will be suspended until December 2020. The deadline for Companies and Limited Liability Partnerships to file Register of Registrable Controllers information with ACRA would be extended to 31 March 2021.
Update as at 24 July 2020
The new requirements for companies and limited liability partnerships (LLPs) to lodge their Register of Registrable Controllers (RORC) information with ACRA will take effect from 30 July 2020.
Under the law, all companies, foreign companies and LLPs, unless exempted, are required to file the information in their existing RORC with ACRA’s Central Register of Controllers, within 30 days from 30 July 2020. In view that Singapore has just exited the Circuit Breaker and to assist business entities to ease into the resumption of normal business activities, ACRA will allow entities to file their RORC information with ACRA by 29 September 2020.
For more details on the new requirements, please click here.
Update as at 5 May 2020
In light of the COVID-19 situation, we understand that RFAs may face operational and resource constraints. They may also have potential difficulties in obtaining consent from their clients to lodge the RORC on their behalf by May 2020. In view of these considerations, ACRA is deferring the implementation date for the central non-public register of registrable controllers to July 2020. RFAs who have been authorised by their clients to maintain the RORC should ensure that the RORC information of their clients are kept up to date, and can proceed to lodge the RORC information with ACRA via the transaction “Update Register of Registrable Controllers” in BizFile+ when the transaction is made available from July 2020 onwards. ACRA will provide RFAs with a further notification when the transaction is available.
Update as at 16 March 2020
As part of ongoing efforts to uphold Singapore’s reputation as a trusted financial hub, and in line with international practices, ACRA will be implementing a new requirement for all companies, foreign companies and Limited Liability Partnerships (LLP), unless exempted, to lodge information on their Registers of Registrable Controllers (RORC) with ACRA via BizFile+ from May 2020. This is in addition to the existing requirements for companies and LLPs to maintain a RORC at the registered office address.
The RORC information lodged with ACRA will be accessible to public agencies in Singapore such as law enforcement agencies. Members of the public will not be able to access the RORC information or purchase any extracts of these lodgements.
Companies, foreign companies and LLPs are required to continue to maintain a RORC at the registered office address, and update any changes to the RORC information prior to updating the same information with ACRA within two business days. Alternatively, a Registered Filing Agent (RFA) may be engaged to lodge the RORC information with ACRA on behalf of the entity.
RFAs Lodging RORC information on behalf of their clients
RFAs can only perform transactions, including lodging of RORC information, for entities which are in the client list submitted to ACRA. RFAs must ensure that they have been authorised by their clients to lodge and update the RORC information on their behalf.
RFAs maintaining the RORC information of their clients at their registered office must update the RORC maintained at the registered office, prior to updating the same information with ACRA within two business days.
A bulk upload feature, to upload the RORC information of more than one entity, will be available for RFAs to upload the RORC information of their clients collectively.
- Download the bulk upload excel template here (XLS, 23kb) and start populating the details required.
- Upload the completed bulk upload template using the transaction “Update Register of Registrable Controllers” via BizFile+ from May 2020.
RORC information to lodge with ACRA
The required information is the same as the existing RORC requirements in Part 2 of the Companies (Register of controllers and Nominee directors) Regulations 2017 and paragraph 3 of the Limited Liability Partnerships (Register of Controllers) Regulations 2017.
For controllers who are individuals, the required information includes:
- Full name;
- Aliases, if any;
- Residential address;
- Identity card number or passport number;
- Date of birth;
- Date on which the registrable individual controller became an individual controller of the company or foreign company (as the case may be); and
- Date on which the registrable individual controller ceased to be an individual controller of the company or foreign company (as the case may be)
For controllers that are corporate entities; the prescribed particulars include:
- Unique entity number issued by the Registrar, if any;
- Address of registered office;
- Legal form of the registrable corporate controller;
- Jurisdiction where, and statute under which, the registrable controller is formed of incorporated;
- Name of corporate entity register of the jurisdiction in which the registrable corporate controller is formed or incorporated, if applicable;
- Identification number or registration number of the registrable corporate controller on the corporate entity register of the jurisdiction where the registrable corporate controller is formed or incorporated, if applicable;
- Date on which the registrable corporate controller became a corporate controller of the company or foreign company (as the case may be); and
- Date on which the registrable corporate controller ceased to be a corporate controller of the company or foreign company (as the case may be)
There are no fees payable for lodging RORC information with ACRA.
FREQUENTLY ASKED QUESTIONS
- Do I have to add my client into my client list in BizFile+ before I can lodge RORC information on their behalf?
RFAs can only perform transactions, including lodging of RORC information, for entities in their client list. RFAs must ensure that they have been authorised by their clients to lodge and update the RORC information on their behalf.
- Do I need specific filing access to lodge RORC information on behalf of my clients?
To lodge the RORC information with ACRA for the first time starting May 2020, RFAs must first get authorisation from their client, and ensure that the client is in their client list before using the transaction “Update Register of Registrable Controllers” to update the RORC information on their behalf.
Their clients will not need specific filing access if they are lodging the RORC information with ACRA directly.
- How should I update my client list if I want to make further changes to my client’s RORC information?
If there is a need to make changes to the RORC information already lodged with ACRA, RFAs must first seek authorisation from the client. RFAs should then update their filing access using the BizFile+ transaction “Maintenance of client list by FA” to indicate that they are authorised to access the clients’ RORC information. This step must be completed before the RFA can view or make any further updates to the client’s RORC information, to ensure the RORC information is only accessed by authorised individuals.
- My client is already in my client list, will they be notified again if I update the RORC indicator of my client in “Maintenance of client list by FA” transaction?
Companies and LLPs will be notified via a letter sent to their registered office address whenever (a) they are added as a RFA’s clients and/or (b) the RFA has updated the RORC field to indicate that they have been appointed to maintain the RORC for their clients.
- Who can lodge RORC information on behalf of business entities?
Only authorised position holders of the business entity (e.g. directors and secretaries of company / partners of LLPS) as well as RFAs that have been authorised by the business entity can lodge RORC information in BizFile+.
- Are companies still required to maintain a RORC now that companies and LLPs are required to lodge RORC information with ACRA? Can companies and LLPs lodge the updated controller information with ACRA directly instead of having to update the RORC they maintained, followed by lodging the information with ACRA?
Companies and LLPs are still required to maintain a RORC on their end, in addition to providing the RORC information to ACRA. They must first update the RORC they maintained at the registered office or the registered office of their appointed RFAs, before updating the same information with ACRA within 2 business days.
- Who has access to the information on my company’s RORC?
Controller information lodged with ACRA in the central non-public controller register is only made available to public agencies, in particular, law enforcement agencies in Singapore. Members of public will not be able to access this information.
- Can I purchase the extracts of the RORC information lodged with ACRA?
RORC information lodged with ACRA is not available for purchase by members of public.
- My client’s 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?
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.
- What are the penalties for failing to lodge RORC with ACRA when the law takes effect?
The companies/LLPs will be guilty of an offence, and shall be liable upon conviction, to a fine not exceeding $5,000.
- What happens if there is an error in the RORC information lodged with ACRA?
The lodger can update the information using the same transaction or lodge a Notification of Error with ACRA if it is due to a typographical error.
- Are companies/LLPs required to update the RORC info lodged with ACRA on an annual basis?
No. 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.
- Are there any fees payable for the lodgment of RORC info with ACRA?
There are no fees payable for lodging RORC information with ACRA.