The Singapore Register of Registrable Controllers (RORC) is a crucial component of the country’s regulatory framework, aimed at enhancing transparency in corporate ownership and control. This article delves into the complexities of the RORC Register, shedding light on its significance and the obligations it imposes on businesses and individuals.
What is the Singapore Register Of Registrable Controllers (RORC)?
The Singapore Register of Registrable Controllers, commonly referred to as RORC, is a statutory requirement under Singapore law. It serves as a centralized database that documents essential information about the individuals or entities with significant control over a company. The registration and maintenance of this data are in alignment with Singapore’s commitment to combat money laundering and maintain a high level of corporate governance. Once a company has been incorporated, the RORC must be set up within 30 days.
Who are Registrable Controllers?
Registrable Controllers are individuals or entities holding substantial interests or influence in a Singapore company. In this section, we will dive deep into their definition, categorization, and the criteria that determine whether an individual or entity qualifies as a registrable controller. We will also examine exemptions and exceptions to provide a comprehensive understanding.
1. Direct Controllers
These are individuals or entities that directly hold a significant interest in the company. A direct controller typically owns a substantial number of shares or voting rights, directly influencing the company’s management and direction.
2. Indirect Controllers
Indirect controllers are individuals or entities that have significant control over the company through other entities. For instance, if an individual owns a majority of shares in a corporate entity that, in turn, holds shares in the Singapore company, the individual would be considered an indirect controller.
3. Deemed Controllers
Deemed controllers are individuals or entities who, while not having direct ownership, still exercise significant control over the company. This could include individuals who have the power to appoint or remove directors or those who have substantial influence over the company’s decision-making processes.
4. Exemptions and Exceptions
It’s important to note that some exemptions and exceptions may apply to certain individuals or entities, such as those holding shares through licensed financial institutions or exempted entities like those fully owned by the government or public statutory bodies.
Additionally, companies must conduct due diligence to identify and register their registrable controllers accurately. Non-compliance with these registration requirements can result in penalties, making it essential for Singapore companies to understand and adhere to these regulations.
How are Registrable Controllers Identified?
There are several ways in which an individual or entity may be considered a registrable controller of a company.
1. Ownership Thresholds
Identification involves assessing ownership thresholds (usually 25% or more of shares or voting rights). This can be either direct or indirect, as discussed in the previous section.
2. Rights and Influence Assessment
Individuals or entities with the right to appoint or remove majority board members, substantial influence over financial policies, or control over key decision-making are also considered registrable controllers.
Key Disclosure Requirements
Compliance with RORC entails a series of disclosure obligations. Companies must submit accurate and up-to-date information regarding their registrable controllers.
1. Individual Controllers
Information to be submitted for individual controllers include details such as the controller’s name, nationality, residential address, identity/passport number, date of birth and the date of becoming a controller.
2. Corporate Entities
For controllers that are corporate entities, details such as the entity name, registered office address, registration number, jurisdiction/law/authority under which the entity was formed and the date of becoming a controller are required.
Register Access and Privacy
The accessibility of the RORC Register is an essential aspect of its functionality. However, it is equally crucial to ensure the privacy and protection of controller information. This section will shed light on who can access the register, including public authorities while addressing concerns related to the privacy of these controllers.
1. Accessibility for Public Authorities
The RORC is accessible to various public authorities, including regulatory bodies like the Accounting and Corporate Regulatory Authority (ACRA) and law enforcement agencies. This accessibility allows these entities to investigate (e.g. money laundering offences) and ensure compliance with regulations.
2. Limited Accessibility for the Public
Unlike some registers, the RORC isn’t publicly accessible. In other words, the information contained within the register isn’t readily available to the general public. This confidentiality is maintained to protect sensitive information about registrable controllers.
3. Access for Designated Officers
Designated officers within companies, such as company secretaries or officers responsible for compliance, have access to the RORC. This access is essential for them to fulfill their duties of updating any change in information to maintain accurate records.
Reporting Changes and Updates
Change is inevitable in the business world, and RORC compliance demands prompt reporting of any changes. This includes changes in ownership, control, or particulars of the controller.
1. Process for Updating Controller Information
The first step involves identifying any changes that affect the registrable controllers. This includes changes in ownership structures, changes in control, or alterations in the particulars of the controllers. Once identified, companies are responsible for documenting these changes accurately. This documentation should contain comprehensive details supporting the changes. The information must be submitted to ACRA to ensure the RORC remains accurate and up-to-date.
2. Obligation and Timelines
Companies in Singapore are mandated to report any changes related to registrable controllers promptly. Any changes that impact the control or influence of registrable controllers must be reported within 2 business days. Failure to report such changes may result in prosecution and the offender could be fined up to S$5,000 if convicted.
What Should I do if I’m a Registrable Controller?
If you are registrable controller of a Singapore entity, you can help to ensure compliance by carrying out the following:
- If you receive notice(s) from the entity, verify your particulars stated in the notice and respond accordingly.
- If you know if other possible registrable controllers, provide this information to the entity.
- Inform the entity as soon as there are any changes in your particulars, such as a change in identity document number or residential address, so that they may update ACRA in a timely manner.
How Premia TNC can help
The Singapore register of registrable controllers (RORC) is a critical tool in ensuring transparent corporate governance. Armed with the knowledge provided in this article, you’re better prepared to meet RORC compliance obligations and contribute to a robust and accountable business environment in Singapore. Compliant behaviour not only upholds legal obligations but also strengthens trust and confidence in the business environment. Still confused on how to set up and maintain your Singapore register of registrable controllers for your company? Let Premia TNC handle your corporate secretarial work and we’ll ensure your RORC Register is updated and maintained as well!
