Deadline For Companies to Lodge Their Register of Registrable Controllers (RORC) with ACRA's Central Register by 30th June 2021

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Jun 29, 2021

The article was first published on 21st October 2020 and updated on 2nd February 2021.

*** The RORC filing which was suspended in Sep 2020, has resumed as of 1st Feb 2020. All companies and LLPs, unless exempted will be giving up to 30th June 2021 to lodge the RORC information with ACRA. For any Urgent assistance, users can contact ACRA helpdesk at 62486028**

Since 2017, all corporate entities – companies, foreign companies and limited liability partnerships incorporated/registered in Singapore – must maintain a Register of Registrable Controllers (RORC). A corporate entity’s controller is one who has a significant interest in, or control over, the said entity. A controller can be a person or another legal entity. An entity’s RORC would contain information about its controllers such as name, address, date of becoming a controller etc.

This is to make the ownership and control of corporate entities more transparent and help prevent them from carrying out illicit practices. This register must be kept either at the registered office address or the address of an authorised filing agent.

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New Requirements

With effect from 30th June 2021, all entities must not only keep a RORC but also submit the same information about their controllers to ACRA’s central register. Any future changes to the RORC must then also be subsequently updated on ACRA’s register within 2 business days.

Information in ACRA’s register will not be made public and will only be available to law enforcement authorities for the purposes of law enforcement.

There are no fees payable for lodging RORC information with ACRA.

In light of the COVID-19 situation, with businesses only just beginning to resume normal business activities after the circuit breaker, ACRA has extended the deadline for entities to file their RORC information to 29th September 2020 (extended to 30th June 2021). Should entities fail to do so by this deadline, they will be guilty of an offence and may have to pay a fine of up to S$5,000. There will be no extension of time given for any reason.

There are some entities which are exempted from maintaining a RORC. A list of them can be found here.

Information to lodge with ACRA

The required information is the same as the existing RORC requirements, namely:

For controllers who are individuals, the required information includes:

Full name;
Aliases, if any;
Residential address;
Nationality;
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:

Name;
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)

How to lodge RORC information with ACRA

Your Registered Filing Agent can lodge your RORC information with ACRA on your behalf as long as you have given instruction and authorisation for them to do so*.

*However, do note that accounting and corporate secretarial firms may charge a fee for this service.

You may also file the submission on your own via ACRA’s online filing portal, BizFile+.

A step-by-step guide on the self-filing of RORC information can be found on the ACRA website. You can refer to the eGuide here.

Any subsequent changes to your RORC information can also be updated via BizFile+ following the above eGuide.

Template for RORC lodgement

For your convenience, we have attached an editable ACRA template that SMEs can edit and print out accordingly for the lodging of RORC information.

Frequently Asked Questions (source: ACRA)

Setting up and maintaining a Register of Registrable Controllers (RORC)

Q: When must a company start keeping a register of registrable controllers? What is the consequence if the companies did not do so within the grace period?

A: Newly incorporated companies will be required to have and maintain the registers of registrable controllers within 30 days from the date of incorporation. Failure to comply is an offence.

Q: Will companies have difficulty identifying the controller?

A: As a start, a company may write to all its legal owners (shareholders) as well as directors and ask whether they are controllers or know anyone who is a controller, by sending that person a notice. For a majority of companies, their shareholders are likely to be the controllers. Therefore the names that they will reflect in their registers of controllers will be the same as the names on their registers of members.

Q: If companies/LLPs/foreign companies cannot maintain the registers by the stipulated timelines (e.g maybe because of uncontactable controllers), what are the consequences/actions ACRA may undertake?

A: If a company does not get a response from a potential controller to whom it sent a notice, it must enter into its register of controllers, the particulars of the addressee that it has in its possession with a note that the particulars have not been confirmed by the controller. This must be done within 2 business days after the end of 30 days after the date on which the notice is sent by the company to the registrable controller. The company is obliged to send a notice to all those whom it believes could be a controller, otherwise it commits an offence. Minimally ACRA expects companies to send a notice to all its shareholders and directors asking whether they are the controllers or know any controllers on an annual basis.

Q: What is the penalty for failing to maintain a register of registrable controllers?

A: The maximum penalty for non-compliance is $5,000. This is similar to the existing penalty if companies fail to file annual returns.

Q: To what extent must companies trace their controllers?

A: Companies need only send notices to any person whom they know or have reasonable cause to believe to be controllers, who knows the identity of the controllers or who is likely to have that knowledge.

If the recipient of a notice does not reply, the company need not ensure that the recipient reply and may enter into its register the particulars of a controller with a note indicating that the controller has not confirmed the particulars. Please refer to the ACRA-issued Guidance on this page for more details.

Q: In its tracing of controllers, must a company that hits a foreign entity, trace further to find out the individual controllers?

A: Yes. This is similar to where registered filing agents conduct customer due diligence with respect to foreigners.

Q: If I outsource my corporate secretarial work, can my corporate secretary keep my register of registrable controller?

A: If your corporate secretary is a registered filing agent (RFA), he may keep your register of registrable controller at his registered office.

Q: Can a locally-incorporated company rely on information provided by its appointed registered filing agent?

A: If a RFA provides information of a controller to his client company on behalf of a controller, the company can rely on that information to maintain its register of registrable controller.

Q: Do shareholders/company directors have the rights to see the registers of registrable controller?

A: The company’s officers are able to view the register of registrable controllers. The officers are the ones responsible for maintaining the register. The shareholders will not be able to view the register as the register is not meant for public viewing.

Q: My company is dormant. Can I be exempted from maintaining the registers of registrable controller?

A: Dormant company cannot be exempted and is required to maintain the register of registrable controllers.

Q: If the controller’s details are already disclosed in business profile (i.e, as shareholders), is it still necessary to perform these checks then?

A: Yes. The register of registrable controllers is kept by the company or LLP, so the company or LLP must do the necessary tracing of their own controllers and enter information on the controllers into their respective registers.

Q: What happens to the registered filing agents’ AML/CFT obligations with the implementation of the register of registrable controllers?

A: RFAs must continue to comply with the AML/CFT obligations under the ACRA (Filing Agents and Qualified Individuals) Regulations 2015, including the obligation to collect beneficial ownership information of their clients as part of customer due diligence. If a RFA is appointed as a company secretary of a locally-incorporated company or is appointed by the locally-incorporated company to help it comply with the obligations pertaining to the register of registrable controllers, he would have to separately carry out the obligations pertaining to the register of registrable controllers as the secretary for the company.

Lodging RORC information with ACRA with effect from 1st Feb 2021

Q: Which business entities need to lodge RORC information with ACRA?

A: All companies, foreign companies, and LLPs incorporated in Singapore are required to lodge RORC information with ACRA unless it is exempted. This requirement applies even if the entities are dormant or undergoing winding up, striking off, receivership, or judicial management.

Q: Who can lodge RORC information on behalf of business entities?

A: Only authorised position holders of the business entity (e.g. directors and secretaries of company / partners of LLPS) as well as their appointed RFAs that have been authorised by the business entity can lodge RORC information in BizFile+ using the new transaction “Update Register of Registrable Controllers”.

Q: How do I update my RORC information with ACRA?

A: The RORC information can be updated with ACRA via BizFile+ under the transaction “Update Register of Registrable Controllers”.

Q: Can I lodge RORC information for multiple entities at the same time?

A: RORC information can be submitted individually for a single entity or in bulk for multiple entities. To upload the information in bulk, you may upload the listing using the prescribed Excel template, which is available for download here (XLS, 23kb).

You can then follow the instructions in the template to fill up the RORC information of your controllers before uploading it via the “Update Register of Registrable Controllers” transaction in BizFile+.

Please note that the bulk upload function is not applicable for foreign companies not registered with the registrar. For controllers that are foreign corporate entities, please upload them using the “Individual Upload” function via the “Update Register of Registrable Controllers” transaction in BizFile+.

Q: Can I use the bulk upload function to upload controllers that are foreign entities?

A: No. For controllers that are foreign corporate entities, please upload them using the “Individual Upload” function via the “Update Register of Registrable Controllers” transaction in BizFile+. Please attach a copy the entity’s RORC as supporting document when doing so.

Q: Are companies still required to maintain a RORC on their end now that companies and LLPs are required to lodge RORC information with ACRA?

A: Companies and LLPs are still required to maintain a RORC on their end, in addition to providing the RORC information to ACRA. If there is any change to their RORC they must first update it before updating the same information with ACRA within 2 business days.

Q: Who has access to the information on my entity’s RORC?

A: The RORC information lodged with ACRA’s central register will only be made available to law enforcement agencies for the purpose of administering or enforcing the laws under their purview (e.g. investigation of money laundering offences). Members of the public will not have access to the RORC information.

Q: Can I purchase the extracts of the RORC information lodged with ACRA?

A: RORC information lodged with ACRA is not available for purchase by members of public.

Q: My 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?

A: 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.

Q: Is there a need to attach supporting documents (e.g. confirmation from registrable controllers) when we lodge the RORC information with ACRA?

A: Even though it is not mandatory, lodgers are strongly encouraged to attach relevant supporting documents (e.g. Notice for controllers) when they are updating the particulars of the controller individually in BizFile+.

Q: Why is it that the legislation requires me to file RORC information by within 30 days, but the notification letter informed me that I have up to 29 September to file RORC information with ACRA instead?

A: Entities are required by law to lodge their RORC information within 30 days (ie: by 29 August 2020) from the commencement of the requirements effectively from 30 July 2020. However, as Singapore has just exited the Circuit Breaker, to assist business entities ease into the resumption of normal business activity; ACRA will extend the transition period for lodging the required RORC information by another month to 29 September 2020. (extended to 30th June 2021).

Penalties and Fees

Q: Is there any fee payable to lodge RORC information with ACRA?

A:There is no fee payable for lodging RORC information with ACRA.

Q: Is there any penalty for late lodgement?

A: There is no penalty for late lodgement for this transaction. However, entities that are found to have failed to lodge RORC information with ACRA within the deadline, may be face enforcement action and fined up to $5,000 upon conviction.