Register of Registrable Controllers (RORC)
Last updated on 21 November 2021
To make Singapore a more business-friendly, trusted and transparent place to do business, the Companies Act has a requirement that all companies and limited liability partnerships (LLP) (unless exempted) in Singapore maintain a Register of Registrable Controllers (RORC). All entities are required to file their RORC with the Accounting and Corporate Regulatory Authority (ACRA) within 30 days of the entity’s incorporation or registration.
What is RORC?
It is a register that contains the particulars of a company’s beneficial owner (registrable controller). The RORC aims to make ownership and control of entities more transparent that may not be immediately apparent based on ACRA’s Business Profile.
All companies are also required to input all historical records including particulars of previous RCs and the date they ceased to be RCs. The date on which an individual or legal entity becomes/ceases to be a RC should be the actual date that the person becomes/ceases to be a RC, which has to be on or after 31 March 2017 as the law for RORC commenced on that date.
The RORC must be kept at the entity’s registered address or at the address of the entity’s Registered Filing Agent (RFA). All companies are required to take reasonable steps to find out and identify their RCs. At the minimum, a notice to each member and each director should be sent out to request updates to the RORC annually.
Who is a Registrable Controller (RC)?
Any person or corporate entity:
- that has an interest of more than 25 per cent of the shares in a company/LLP.
- holds more than 25 per cent of members’ voting rights in a company/LLP.
- that exercises significant control or influence over a company/LLP.
What should an RC do?
- Respond to notices from the Company/LLP and verify your particulars
- Provide information of other possible RCs to the entity
- Update the entity if there are any changes to your particulars
- Inform the entity once he ceases to be an RC
Who can see information in RORC?
- Only the Registrar of Companies, ACRA officers or public agencies and their officers are allowed access to the RORC.
- Officers of the company (directors and company secretaries) are also allowed access to RORC.
It is primarily for the purpose of administering or enforcing laws in Singapore.
Shareholders, auditors and the public are not entitled to access information in the RORC.
Updating of RORC
All corporate entities are encouraged to review and update their RORC annually. Any changes in the particulars of RC or RORC must be lodged with ACRA within 2 days of the change. Companies/LLPs that fail to set up their RORC or maintain the information required may result in a fine not exceeding S$5,000 on the company and/or its officers.
Who can update RORC information with ACRA?
Company officers, partners and managers of LLPs and appointed Registered Filing Agents (RFAs) are allowed to make changes to the RORC information filed with ACRA. RFAs are generally companies that provide registered office and corporate secretarial services. Companies may appoint RFAs to assist them in setting up and maintaining their RORC.
