With effect from 30th July 2020, Companies and Limited Liability Partnerships (LLPs) are required to lodge the Non-Public Register of Registrable Controllers (RORC) information with ACRA. This is on top of them maintaining their own RORC.
The process was initially started in mid-2020 but due to technical errors, the registrar, ACRA, delayed the e-service. On 1st February 2021, the e-service was again made available on BizFile+. Companies and LLPs may lodge their RORC information with ACRA through their Registered Filing Agent (RFA) or on their own.
Unless exempted, all Companies and LLPs need to file the RORC information by 30th June 2021. Entities that fail to do so may be liable for a fine of up to SGD$5,000.
RFAs lodging on behalf of their client will need authorisation by their clients to update the RORC information on their behalf. Authorisation should be obtained by a form of express approval.
What is a controller?
A controller of the company is a person or entity that has either significant interest or significant control over the company.
Significant interest can be defined as:
- Having an interest in more than 25 per cent of the shares of the company
- Having an interest in one or more voting shares in the company and that constitutes to more than 25 per cent of the voting power of the company
- For companies with no share capital, having a right to share in more than 25 per cent of the company’s capital or profits
Significant control can be defined as:
- having direct or indirect right to appoint and remove directors who hold a majority of the voting rights at directors’ meetings
- directly or indirectly holding more than 25 per cent of the voting rights
- has the right to exercise significant influence or control over the company
What RORC information needs to be lodged?
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)
Is there any cost to lodge the Non-Public RORC?
There is no fee payable to the registrar. You may need to pay your RFA a fee for the filing work. For our company, we do not charge any fees to the companies under our portfolio as our annual corporate secretarial fees covers all matters like this one.
Who has access to the information of a company’s RORC?
Controller information lodged with the registrar are only available to public agencies and in particular law enforcement agencies in Singapore. Members of the public will not have access to this information.
If I work at say a bank and I got someone to hold onto my shares in a private company as a nominee shareholder, can my employer find out that I am the controller by looking at the RORC?
Your employer will NOT have access to the RORC information as it is non-public. You must update the RORC but you do not have to worry that your RORC details will be accessed by your employer.
What are the penalties for failing to lodge RORC information with ACRA by the deadline?
The company or LLP will be guilty of an offence and shall be liable upon conviction of a fine not exceeding SGD$5,000.
How often do Companies and LLPs need to file the RORC information?
Companies and LLPs are required to ensure that RORC information remains updated. If there are no changes, then there is no need to file anything if all information had already been updated previously.
If you need assistance with lodging your Company’s or LLP’s RORC information, do email us at [email protected]ices.com.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Singapore Secretary Services
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