This article will delve into the intricacies of Singapore’s Register of Registrable Controllers (RORC) – an integral part of corporate governance that every business owner, CEO, and manager should be well-versed in. It will explain how to set up a Register of Singapore Registrable Controller and offer useful tips to easily navigate this process.
What is a Singapore Register of Registrable Controllers?
Incorporating transparency and accountability, Singapore’s Register of Registrable Controllers (RORC) has become a pivotal requirement for companies, Limited Liability Partnerships (LLPs), and foreign companies.
Companies Required to File Register of Singapore Registrable Controller
Since 31 March 2017, companies, limited liability partnerships, and foreign companies operating in Singapore have been mandated by law to maintain a Register of Singapore Registrable Controller. This regulation is aimed at fostering transparency and accountability in the corporate sector.
This register should be kept at the entity’s office address or their authorized filing agent’s registered office. Singapore Registrable Controllers, often referred to as Singapore beneficial owners, hold a pivotal role in the company’s management and direction.
Entities Exempted from Filing a Register of Singapore Registrable Controller
The following organizations are exempt from keeping the register of Singapore registrable controllers:
- Companies listed in Singapore on a recognized exchange
- Financial institutions in Singapore
- Companies or statutory entities that the government fully owns
- Wholly-owned subsidiaries of exempted entities
- Companies listed on foreign securities exchanges with regulatory disclosure requirements and transparency mandates
Similar exemptions apply to foreign companies and limited liability partnerships as well.
Deadline for Filing Register of Singapore Registrable Controller
The RORC must be established within 30 days of incorporation for newly registered LLPs and newly-incorporated companies. For companies that become subject to this requirement after the commencement date (March 31, 2017), the RORC must be established within 60 days of the requirement arising.
Who May Serve as a Company's "Controller"?
Company Controller based on Significant InterestIn companies with a share capital:
- Individuals with an interest in over 25% of shares.
- Individuals with shares entitling over 25% of the total voting power.
- Individuals with a right to over 25% of profits or capital.
Company Controller based on Significant ControlSignificant control is held by a controller if they:
- Hold the authority to appoint or remove majority-voting directors.
- Hold more than 25% of voting rights on members’ decisions.
- Control or exert substantial influence over the company.
Who May Serve as an LLP's "Controller"?
An LLP’s controller is someone who:
- Holds a right to over 25% of capital, profits, or surplus assets.
- Holds the authority to appoint or dismiss a majority of managers.
- Holds the authority to nominate or depose holders of majority voting rights.
- Holds over 25% of rights to vote on partner decisions.
- Exercise control or exert substantial influence over the LLP.
How to Set Up a Register of Singapore Registrable Controller
Step 1: Identify Controllers
Companies should take appropriate measures to locate controllers by sending notices to individuals or entities likely to be controllers or have knowledge of controllers.
Step 2: Sending Notices
Notices and responses must be sent in print or electronically. Your company secretary can handle this task efficiently.
Step 3: Receipt of Replies
If a notice recipient doesn’t reply, your company should enter their particulars into the register within two business days, marked as unconfirmed.
Step 4: Additional Notices
As you trace controllers, send further notices to those revealed as potential controllers.
For a hassle-free experience, you can authorize your Registered Filing Agent (RFA) to perform the lodgment on your behalf. SJH Advisory can also simplify this process to streamline your compliance journey.
Particulars Needed in the Register of Singapore Registrable Controller
The RORC requires specific details for both individual and corporate controllers.
- Aliases, if applicable
- Passport or identification card number
- Residential address
- Birth date
- Dates of becoming and ceasing as a controller, if applicable
For corporate controllers:
- Legal form
- Unique Entity Number (UEN)
- Jurisdiction of formation
- Registered office address
- Corporate entity registration details
- Dates of becoming and ceasing as a controller (if applicable)
How We Can Help: Our Incorporation Service
Navigating the regulatory landscape is paramount to maintaining a strong corporate reputation. The Singapore Register of Registrable Controllers is vital to this landscape, ensuring transparency and accountability in your company’s ownership structure.
At SJH Advisory, we stand ready to guide you through the complication of setting up your RORC, ensuring that your enterprise thrives in an environment of compliance and trust.
We understand the intricacies of compliance and the significance of seamless operations. Our comprehensive incorporation services remove the complexity of setting up your Register of Registrable Controllers. Our experienced team guides you through the process, ensuring accurate information submission and timely compliance.
SJH Advisory’s team of passionate business consultants is here to assist you every step of the way. For expert assistance, contact SJH Advisory for a FREE consultation today!
Singapore Registrable Controller - FAQs
The RORC aims to enhance transparency by cataloging information about individuals with significant control over corporate entities.
Exemptions apply to specific categories like Singapore financial institutions, listed companies, and certain wholly-owned entities.
Absolutely. Your RFA can be directed and permitted to complete the ACRA lodgement process, ensuring correct and timely reporting.
Failure to adhere to the deadline for lodging RORC information can lead to potential penalties and legal repercussions.