This article is produced by CMS Holborn Asia, a Formal Law Alliance between CMS Singapore and Holborn Law LLC.
Since 2017, all Singapore-incorporated companies and foreign companies which have established a place of business or carry on business in Singapore are, unless exempted under the Companies Act (Chapter 50 of Singapore) (“Relevant Entities”), required to maintain a Register of Registrable Controllers (“RORC”). Certain entities including Singapore financial institutions, their wholly-owned subsidiaries and listed companies are exempted from this requirement.
A “controller” is defined as an individual or a legal entity that has a “significant interest” in or “significant control” over the company. Among other things, an individual or legal entity (a) has “significant interest” in a company that has a share capital if that individual or legal entity has an interest in more than 25% of the shares in the company or has an interest in shares with more than 25% of the total voting power in the company; and (b) has “significant control” over a company if that individual or legal entity holds the right to appoint or remove the directors who hold a majority of the voting rights at directors’ meetings; holds more than 25% of the rights to vote on those matters that are to be decided upon by a members’ vote; or has the right to exercise, or actually exercises, significant influence or control over the company.
The obligation to maintain a RORC extends to recording controllers who are natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not. This regime was introduced in 2017 with the aim of achieving greater transparency over the ownership and control of corporate entities, as well as to reduce opportunities for the use of corporate entities for illegal purposes.
RORCs are not available to members of the public. Instead, and consistent with the precise aims mentioned above, the information in RORCs is intended to be available to the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”), Singapore public agencies (e.g. the Singapore Police Force, the Commercial Affairs Department, the Corrupt Practices Investigation Bureau and the Inland Revenue Authority of Singapore) and their officers.
New Requirement to Lodge RORC Information with ACRA
From July 2020 (the obligation has been deferred from 1 May due to the COVID-19 pandemic), all Relevant Entities will be required to lodge certain prescribed information in their RORC with ACRA via its online business filing portal, Bizfile. This additional obligation goes beyond the existing requirement for such companies to maintain a RORC at their registered office address. ACRA will, therefore, maintain a central, non-public register of registrable controllers.
For registrable controllers who are individuals, the prescribed information to be lodged with ACRA includes the individual controller’s full name, residential address, nationality, identification card or passport number, date of birth and the date on which such individual became (and ceased to become, if applicable) a registrable controller of a Relevant Entity. For registrable controllers that are corporate entities, the prescribed information to be lodged with ACRA includes the corporate controller’s unique entity number, registered office address, legal form, jurisdiction of incorporation, name and registration number in its jurisdiction of incorporation, and the date on which such corporation became (and ceased to be come, if applicable) a registrable controller of a Relevant Entity.
The RORC information lodged with ACRA will remain unavailable to members of the public. However, it will be accessible to public agencies in Singapore such as law enforcement agencies (as mentioned above).
Companies are still required to maintain a RORC at their registered office address, and must also update any changes to such RORC prior to (and within two business days of) lodging such information with ACRA. Authorised position holders such as company directors and secretaries, or alternatively authorised Registered Filing Agents (“RFAs”) such as corporate secretarial providers, can lodge RORC information with ACRA on behalf of a relevant entity.
It is important to note that RFAs can only perform transactions for entities which are in their client list submitted to ACRA. Accordingly, RFAs must ensure that they have been authorised by their clients to lodge and update the RORC information on their behalf.
A bulk upload feature is available for RFAs to upload the RORC information of more than one entity on the ACRA website. RFAs are to lodge such RORC information with ACRA via the transaction “Update Register of Registrable Controllers” on BizFile when the transaction is made available from July 2020 onwards.
Fees and Penalties
There are currently no fees payable for lodging RORC information with ACRA.
Companies which fail to lodge their RORC with ACRA by the stipulated deadline will be guilty of an offence, and shall be liable upon conviction, to a fine not exceeding $5,000.