Behind every Singapore company is a Register of Registrable Controllers (RORC) — a confidential register, kept either at the registered office or at the company secretary’s office, that records who really owns and controls the company. It’s the company-law backbone of Singapore’s anti-money-laundering and tax-transparency regime.
Many directors maintain the RORC out of habit or in a software template, but few have stress-tested whether it would survive ACRA inspection. With penalties for non-compliance and the 2025 amendments tightening obligations, this is a register worth getting right.
The Statutory Basis: Section 386AF
The RORC obligation is set out in Part XIA of the Companies Act 1967, specifically Section 386AF onwards. The obligation extends to all companies (private and public, unless exempt) and to LLPs under a parallel regime in the Limited Liability Partnerships Act.
The register must be kept up to date and made available to ACRA, IRAS, the Commercial Affairs Department and other “Public Agencies” on request. Since 30 March 2017, every Singapore company (with certain exemptions) has had to maintain an RORC.
Who Is Exempt
The following entities do not have to maintain an RORC under Section 386AG:
- Public listed companies and their subsidiaries.
- Singapore Financial Holding Companies regulated under the Financial Holding Companies Act.
- Companies wholly owned by the Singapore Government.
- Companies wholly owned by certain statutory bodies.
- Financial institutions regulated by MAS (banks, finance companies, insurers).
- Foreign branches of registered companies.
If your company doesn’t fit one of these, you maintain an RORC.
Who Is a “Registrable Controller”
The definition pulls together two concepts — significant interest and significant control.
An individual or legal entity is a registrable controller if they fall into either category:
Significant Interest (any one of):
- Holds, directly or indirectly, more than 25% of the shares.
- Holds, directly or indirectly, shares with more than 25% of voting power.
- For a company without share capital: holds the right to share in more than 25% of capital/profits.
Significant Control (any one of):
- Holds the right to appoint or remove directors holding the majority of voting rights at board meetings.
- Has the right to exercise, or actually exercises, significant influence or control over the company.
- Has the right to exercise, or actually exercises, significant influence or control over the activities of a trust or partnership which itself meets one of the above tests.
Many family-owned SMEs miss the second limb. A father who only holds 10% of the shares but who effectively directs the business through influence over his children-shareholders is a registrable controller through the “significant influence” test.
What the Register Must Contain
For each registrable controller who is an individual, the RORC must record:
- Full name and any alias.
- NRIC or passport number (and issue country).
- Nationality.
- Residential address.
- Date of birth.
- Date on which the person became a registrable controller.
- Date on which the person ceased to be a registrable controller (if applicable).
- Nature of control (which test under significant interest / significant control).
For a corporate registrable controller, equivalent corporate details — UEN or foreign registration number, registered office, legal form, place of incorporation, and so on.
The 2-Day, 30-Day, 7-Day Timeline
The Companies Act sets specific timelines that often get overlooked:
| Action | Timeline |
|---|---|
| Send first notice to identify controllers (new company) | Within 30 days of incorporation |
| Recipient of notice must respond | Within 30 days |
| Update RORC after controller is confirmed | Within 2 business days |
| Update RORC after material change (e.g. residential address) | Within 2 business days of becoming aware |
| Lodge with ACRA central register (BizFile) | Within 7 days of company’s RORC update |
| Annual confirmation that RORC is up to date | At AGM / Annual Return |
Since 2020 ACRA has operated a central register of registrable controllers mirroring company-level RORCs. Filing on BizFile is mandatory under Section 386AH within 7 days of any update.
The Identification Process
Step 1 is sending an identification notice to:
- Any person the company knows or has reasonable cause to believe is a controller.
- Any person the company knows or believes can identify a controller (a registered shareholder who may hold on trust, for example).
The notice must require the recipient to confirm whether they are a controller, and to provide the prescribed particulars. The recipient has 30 days to respond and confirm or deny.
If a person fails to respond or provides false information, both the company and the person commit offences under Section 386AK and Section 386AL respectively. The company should document the notice and any non-response.
Where to Keep the RORC
The register can be kept:
- At the company’s registered office address.
- At the office of the company’s filing agent (typically your corporate secretarial firm).
The register is not publicly available. Access is limited to ACRA and other prescribed Public Agencies. Companies need not show the RORC to members of the public or even to their auditors as a matter of course — though auditors may ask to see it for AML purposes.
RCS keeps RORCs for our corporate secretarial clients in a secure register linked to each client’s ledger.
The Nominee Director / Nominee Shareholder Layer
Where nominee directors or nominee shareholders are used, the underlying beneficial owners must be identified and recorded. See our nominee director guide — RORC compliance is one of the strongest reasons to keep nominee arrangements properly documented.
A nominee shareholder who holds 30% of shares on trust for a beneficial owner is a registrable controller (significant interest test) — but the beneficial owner is also a registrable controller (significant control / significant influence). Both must be recorded with clear identification of the nominee relationship.
Penalties for Non-Compliance
Section 386AL sets fines for offences relating to RORCs:
- Failing to keep an RORC: fine up to S$5,000.
- Failing to lodge information with ACRA: fine up to S$5,000.
- Knowingly making a false statement: fine up to S$10,000 or up to 2 years’ imprisonment, or both.
- Director default: separate liability under Section 386AL.
ACRA has been increasingly active in compliance reviews since 2023, with director-level enforcement actions for repeated failures.
RORC vs Register of Members vs Register of Directors
Three statutory registers must be kept under the Companies Act, and they can look similar but serve different purposes:
| Register | What It Records | Public? |
|---|---|---|
| Register of Members (Section 190) | Legal owners of shares — names on share certificates | Yes (members can inspect) |
| Register of Directors and Secretaries (Section 173) | Statutory officers | Yes (via ACRA BizFile) |
| RORC (Section 386AF) | Beneficial owners and persons with control | No (ACRA + agencies only) |
The Register of Members and the RORC will often differ — for example, where shares are held by a nominee, the Register of Members shows the nominee, but the RORC shows the beneficial owner.
How RCS Can Help
Raffles Corporate Services maintains RORCs for all corporate secretarial clients and runs annual reviews to refresh particulars and confirm controller status. We also help one-off clients reconstruct historical RORCs where prior records are incomplete — useful before due diligence, M&A, or bank onboarding.
📧 Email: [email protected]
📱 Call, SMS or WhatsApp: +65 8501 7133
— The Editorial Team, Raffles Corporate Services