Implementation of a Central Register of Controllers

SINGAPORE

With effect from 30 July 2020, all companies, foreign companies and limited liability partnerships (LLPs), unless exempted, are required to lodge with the Accounting and Corporate Regulatory Authority (ACRA) the same information that they presently continue to maintain in their Register of Registrable Controllers (RORC). This is part of ACRA’s on-going efforts to uphold Singapore’s reputation as a trusted financial hub, and to further enhance the transparency of ownership and control of corporate entities.

Since 31 March 2017, companies, foreign companies and LLPs, unless exempted, are required to set up and maintain a RORC at their registered office address or the registered office address of their appointed Registered Filing Agents (RFAs).

What is the Register of Registrable Controllers?

The RORC is a document maintained privately by corporate entities (ie companies, foreign companies and LLPs) with information of their controllers. The information maintained in this register includes the names and identifying details of their controllers as well as information on their citizenship or places of registration in the case of legal entities.

New requirements

With effect from 30 July 2020, all companies, foreign companies and LLPs, unless exempted, are required to lodge with the ACRA the same information that they presently continue to maintain in their RORC.

The RORC information in ACRA’s Central Register of Controllers will only be made available to law enforcement agencies for the purpose of administering or enforcing the laws under their purview (eg investigation of money laundering offences). Members of the public will not have access to the RORC information in the Central Register.

What information must be lodged with ACRA?

The RORC information required for ACRA’s Central Register of Controllers is the same as the existing RORC information required under Part 2 of the Companies (Register of controllers and Nominee directors) Regulations 2017 and paragraph 3 of the Limited Liability Partnerships (Register of Controllers) Regulations 2017.

For controllers who are individuals:

1. Full name
2. Aliases, if any
3. Residential address
4. Nationality
5. Identity card number or passport number
6. Date of birth
7. Date of becoming a controller
8. Date of cessation as a controller, if applicable.

For controllers that are corporate entities:

1. Name
2. Unique entity number, if any
3. Address of registered office
4. Legal form of the corporate controller, if applicable
5. Jurisdiction where the corporate controller is formed of incorporated and under which law, if applicable
6. Name of authority in which the corporate controller is formed or incorporated, if applicable
7. Identification number or registration number issued to the corporate controller when it was formed or incorporated, if applicable
8. Date of becoming a controller
9. Date of cessation as a controller, if applicable.

Timing

Under the law, all companies, foreign companies and LLPs, unless exempted, are required to file the information in their existing RORC with ACRA’s Central Register of Controllers, within 30 days from 30 July 2020. In view that Singapore has just exited the Circuit Breaker (COVID-19 lockdown measure) and to assist business entities to ease into the resumption of normal business activities, ACRA will allow entities to file their RORC information with ACRA by 29 September 2020.

There is no penalty for late lodgement. However, entities that are found to have failed to lodge RORC information with ACRA within the requried  deadline, may face enforcement action and a fine of up to SGD5,000 upon conviction.

Making changes to RORC information

Clients are reminded that any update to the controllers’ information, companies, foreign companies and LLPs must lodge the change within two business days after updating the information on their RORC.

For more information on any aspect of this briefing please contact any member of the Marbury team or info@marburys.com.

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