Guide to the Register of Registrable Controllers (RORC)
- How to define the registrable controller of the company?
The owner/controlling person with a “significant interest” is defined as an individual or a legal person, and has:
- More than 25% equity interest
- More than 25% of the company’s total resolution rights
- The right to share more than 25% of the company’s capital or profits
- What should the registrable controller pay attention to?
- Reply and sign relevant documents to confirm that all information is correct
- Provide the company with information about other possible actual controllers (if there are other actual controllers)
- If there is any change in your personal information, please notify the company secretary immediately to make the change
- What information does the actual controller need to provide?
For registrable individual controllers
- 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; and
- date on which the registrable individual controller ceased to be an individual controller of the company, if applicable.
For registrable corporate controllers
- 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 corporate controller is formed or incorporated;
- name of the corporate entity registers of the jurisdiction where 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; and
- date on which the registrable corporate controller ceased to be a corporate controller of the company, if applicable.
- When do I need to register or renew RORC?
When the company is registered
The registered of all companies, foreign companies and LLPs incorporated in Singapore must be completed within 30 days of the establishment of the company and kept at the company’s registered address or authorized secretarial agency and submitted to ACRA within two working days.
For our customers, you only need to provide the correct information about the company controller in our relevant form when the company is registered. We will prepare the relevant documents and authorization letter for the company’s relevant personnel to sign and confirm, and our secretarial staff will assist you complete the RORC registration and ACRA filing within the specified time.
- What are the RORC regulations exempted groups?
The following locally-incorporated companies are exempted:
(a) a public company which shares are listed for quotation on an approved exchange in Singapore;
(b) a company that is a Singapore financial institution;
(c) a company that is wholly-owned by the Government of Singapore;
(d) a company that is wholly-owned by a statutory body established by or under a public Act for a public purpose;
(e) a company that is a wholly-owned subsidiary4 of a company mentioned in sub-paragraph (a), (b), (c) or (d);
(f) a company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to —
- regulatory disclosure requirements; and
- requirements relating to adequate transparency in respect of its beneficial owners, imposed through stock exchange rules, law or other enforceable means.
For more information, please visit ACRA website https://www.acra.gov.sg/compliance/register-of-registrable-controllers/frequently-asked-questions or https://www.acra.gov.sg/compliance/register-of-registrable-controllers
Guide to the Register of Nominee Director
- What is Nominee Director and Nominator?
The requirement for a company registered in Singapore is that there must be at least one local director. If it is a foreign institution or individual without a local director, the Nominee Director can accept the appointment of the Nominator as a local director. The nominee director must be a citizen or permanent resident who is familiar with Singapore’s laws and regulations and is responsible for ensuring that the company operates in compliance with Singapore’s corporate laws.
- What is Register of Nominee Director?
ROND is a register that contains information about named directors and principals. The client and the person who serves as the named director must notify the company of the named fact within 30 days from the date of incorporation of the Singapore company and provide personal information to complete the ROND registration.
If the company does not appoint any named directors, it also needs to be registered as None in ROND.
- What information does the nominator need to provide?
For individual nominator
- 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; and
- date on which the registrable individual controller ceased to be an individual controller of the company, if applicable.
For corporate nominator
- 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 corporate controller is formed or incorporated;
- name of the corporate entity registers of the jurisdiction where 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; and
- date on which the registrable corporate controller ceased to be a corporate controller of the company, if applicable.
- What does the company need to do?
ROND’s relevant regulations will come into effect on March 31, 2017. Except for exempt listed companies and financial institutions, as well as foreign companies registered under the “Company Law” do not need to file ROND, other companies registered under the “Company Law” must:
- The ROND of the registered company, which contains detailed information about whether the company has appointed a named director and the client
- At the request of the registry, ACRA officials or public agencies, the company needs to cooperate in presenting this register and related documents
- ROND and RORC files must be kept at the company’s registered address or authorized secretarial agency
For our clients, our secretarial team will assist you in collecting and confirming relevant information with you, confirming the information, registering and saving it. Every year you only need to make sure that the company’s existing ROND register information is correct and up to date.
Please note that ROND and RORC are two different registers. The definition of the principal is also different from the definition of the company’s actual controller. According to the actual situation of the company, the principal and actual controller of the company may be the same person or enterprise, or they may be two persons or enterprises with different identities.
- Does ROND need to be updated?
The ROND register is the same as RORC and does not need to be updated every year. If there is any change in the information of the principal and the named director, please notify us within 14 days and provide the latest personal information.
