Understanding the Register of Registrable Controllers in Singapore

‍Overview of the Register of Registrable Controllers (RORC)

‍The RORC is mandated under the Singapore Companies Act. It's a record that Singaporean businesses must maintain to document their significant controllers.

Since April 2020, companies were obligated to submit this register to ACRA, transforming what was once an internal requirement into a more public one. Companies must ensure that this register is consistently updated and filed electronically with ACRA.

Defining a Significant Controller

‍A controller, in essence, is an individual or entity with a significant stake or control over a company. This can be broken down into:

• Significant Interest: This pertains to owning more than 25% of the company's shares or voting power. In companies without share capital, it relates to entitlement to over 25% of the company's capital or profits.
• Significant Control: This involves having the authority to appoint or remove directors with a majority of voting rights, holding over 25% of voting rights on member-voted matters, or having the right to significantly influence or control the company.

Eligibility for RORC

‍Almost all companies in Singapore must adhere to the RORC requirements. This includes dormant companies, those undergoing winding up, receivership, judicial management, or even those in the process of being struck off. However, certain entities like publicly listed companies in Singapore, government-owned companies, and a few others are exempted.

Timeline for RORC Submission

‍Companies incorporated on or after 31 March 2017 should update the RORC within 30 days post their incorporation. Those incorporated before this date had 60 days after 31 March 2017 to make the necessary updates. If a company's status changes, making it eligible for RORC, it has 60 days from that change to update the register.

Identifying and Gathering Controller Information

To meet regulatory standards, businesses should proactively identify and collect data about controllers by issuing notices. These communications should be directed at:

1. Recognized controllers,
2. Probable controllers,
3. People within the firm who might have knowledge of controllers.

Issuance of Notices

‍Annually, it's mandatory for companies to send out notices. This can be accomplished digitally or via paper, adhering to the legally prescribed format.

Once these notices are received, it's imperative for controllers eligible for registration to confirm their controller status and unveil details about other possible controllers. They should also furnish all the information that the notice demands.

Should controllers not reply within a 30-day window from the date of the notice dispatch, companies are to record the latest available details of the possible controller in its Register of Relevant Controllers (RORC). This entry should also carry a remark mentioning that the information hasn't been authenticated by the controller within a span of two working days.

In scenarios where companies face challenges in gathering required details directly from the notice, they can approach individuals familiar with the controllers. These knowledgeable individuals are then obligated to affirm their awareness and share specific controller-related information.

However, if the company already has the controller's details, the issuance of notices might be redundant.

Scenario with No Regarding Controllers

‍For companies uncertain about their registrable controllers or convinced they lack one, certain members of the firm are automatically designated as registrable controllers. This group comprises directors with a commanding role and the company's Chief Executive Officer (CEO).

Consequently, the company needs to refresh its register of eligible controllers with the subsequent data:

1. An indication confirming:
2. The company either is aware or holds a reasonable belief that no registrable controller exists, or there's a registrable controller, the company hasn't pinpointed them.
3. It's understood that:
4. Directors in commanding roles and the CEO are acknowledged as registrable controllers.
5. The specifics of each commanding director and the CEO should be documented in the register.

Details to be Entered in the RORC

‍For individuals:

• Full Name
• Residential Address
• Nationality
• Identity Card or Passport Number
• Date of Birth
• Date of becoming a controller
• Date of ceasing to be a controller (if applicable)

For entities:

• Name or Unique Entity Number
• Registered Office Address
• Legal form and jurisdiction of formation or incorporation
• Identification Number
• Date of becoming a controller
• Date of ceasing to be a controller (if applicable)

Maintaining Updated Controller Particulars

‍Companies must ensure their register of controllers remains up-to-date. This involves sending annual notices to verify any changes and sending notices when a change is believed to have occurred. The RORC can be kept electronically or in hard copy, and companies can choose to store it in their office or with their registered filing agent. Find out more on how to update RORC.

Conclusion

‍The RORC is pivotal in fostering transparency and accountability among companies. By diligently maintaining this register, businesses not only establish trust with stakeholders but also align with Singapore's vision of being a reputable financial hub.