Register of Registrable Controllers (RORC) in Singapore

What is a Register of Registrable Controllers (RORC)?

As part of ACRA ongoing efforts to uphold Singapore’s reputation as a trusted financial hub, every company, foreign companies and Limited Liability Partnership (LLP) incorporated in Singapore must lodge and maintain with ACRA an up-to-date copy of the company’s RORC.

The RORC is a document maintained privately by companies with information of their controller. The information maintained in this register includes the names and identifying details of their controllers as well as information of their citizenship or places of registration in the case of legal entities. The purpose of this register is to further enhance the transparency of ownership and control of corporate entities.

The information submitted on ACRA will only be made available to law enforcement agencies and members of the public will not have access to the information.

Who is a Registrable Controller?

A controller is defined as an individual or a legal entity that has a “significant interest” in or “significant control” over the company. It can be an individual:

1. with direct or indirect interest in more than 25% of the company’s shares, or

2. that holds more than 25% of the company’s shares, or

3. who holds the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings, or

4. who holds more than 25% of the rights to vote on matters that are to be decided upon by a vote of the members of the company, or

5. who exercises or has the right to exercise significant influence or control over the company.

The Registrable Controller need not be a shareholder of the company. As long as the individual fulfils one of the above criteria, they will need to declare themselves as a Registrable Controller of the company or corporate entity.

Setting up and maintaining your company’s RORC

RORC are to be maintained at the registered office address or the registered office address of their appointed Registered Filing Agent either in physical hard copies of electronic soft copies.

Companies are required to maintain a RORC within the following timelines:

• Companies incorporated on or after 31 March 2017 within 30days after the date of incorporation

• Existing companies incorporated before 31 March 2017 within 60 days after 31 March 2017

• Companies which are not required to main the register but are subsequently required to do so are to keep a RORC within 60 days after the date of being required to maintain the register

As part of Lionsworld Corporate Secretarial service, letters have been sent out to directors and shareholders to sign and declare themselves as Registrable Controllers.

Penalties for not maintaining RORC information with ACRA

The current deadline for the RORC exercise is 30 June 2021. Failure to lodge RORC information with ACRA by 30 June 2021 may lead to prosecution for the offence and the offender can face a fine up to $5,000. There is no extension of time for RORC-related filings.

Entities that are exempted from RORC

All companies including company that are dormant are required to maintain RORC. Companies that are exempted from the requirement to maintain the RORC are:

1. a public company which shares are listed for quotation on an approved exchange in Singapore;

2. a company that is a Singapore financial institution;

3. a company that is wholly owned by the Government;

4. a company that is wholly owned by a statutory body established by or under a public Act for a public purpose;

5. a company that is a wholly-owned subsidiary of a company mentioned in sub-paragraph (a), (b), (c) or (d);

6. a company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to —

• regulatory disclosure requirements; and

• requirements relating to adequate transparency in respect of its beneficial owners (imposed through stock exchange rules, law or other enforceable means).

Lodging RORC information with ACRA

As a position holder, you can lodge the RORC information via BizFile+  with your CorpPass on ACRA online filing portal.

As a client of our Corporate Secretary Service, you would not need to be troubled by the lodgement and maintaining of your RORC. Lionsworld Incorporation will handle all the above for you with no additional cost. Speak to our professional corporate secretarial team today!