Since 2017, every Singapore company has been legally required to know who really owns and controls it, and to write that information down in a register. That register is the Register of Registrable Controllers, universally shortened to the RORC. It is one of the most commonly overlooked compliance obligations for new and small companies, and the penalties for getting it wrong have become steep. As of 2025, the rules also tightened significantly for newly incorporated companies.
This guide explains what a registrable controller is, what the RORC must contain, the deadlines that now apply, and how the RORC differs from the separate nominee registers that also sit under the Companies Act.
What is a registrable controller?
A registrable controller is an individual or a legal entity that has a significant interest in, or significant control over, a company. In broad terms, a person has a significant interest if they hold, directly or indirectly, more than 25% of the shares or more than 25% of the voting rights. A person has significant control if they hold the right to appoint or remove a majority of the board, hold more than 25% of the rights to vote on matters decided by members, or otherwise exercise significant influence or control over the company.
Importantly, ACRA makes no distinction between classes of shares. Ordinary shares, preference shares and founder shares are all counted when working out whether the 25% threshold is crossed. The exercise is about identifying the humans and entities ultimately behind the company, so nominee and holding structures must be looked through.
The legal basis
The obligation sits in the Companies Act 1967. Companies, foreign companies registered in Singapore and limited liability partnerships must keep a RORC unless they fall within an exemption. The Accounting and Corporate Regulatory Authority (ACRA) also maintains a central, non-public register of controllers, and companies must lodge their controller information there in addition to keeping their own private register.
Who is exempt?
Not every entity has to keep a RORC. The main exemptions include Singapore-listed companies, Singapore financial institutions, companies wholly owned by an exempt entity, companies listed on an approved exchange, and Singapore government or statutory bodies. Most privately held SMEs, however, are firmly within scope and must comply.
The 2025 tightening: no more grace period for new companies
The most important recent change concerns timing. With effect from 16 June 2025, companies incorporated on or after that date must set up their private RORC and file the controller information with ACRA on the day of incorporation, with no grace period. Previously companies had a window of 30 days to comply. New companies now need this handled as part of the incorporation process itself.
Once the register is set up, any change must be reflected promptly. After a company updates the information in the RORC it keeps, it must lodge that change with ACRA within two business days. Companies also have a positive duty to send notices to persons they know or have reasonable grounds to believe are controllers, and those recipients are legally obliged to respond.
What the register must contain
For an individual controller, the RORC records their full name, aliases, residential address, nationality, identity card or passport number, date of birth, and the date they became a controller. For a corporate controller, it records the entity’s name, unique entity number or registration details, registered office address, legal form, and the date it became a controller. The register must be accurate, kept up to date, and readily accessible to law enforcement and regulatory authorities on request. It is not a public document.
Penalties for non-compliance
The consequences of failing to maintain the RORC have real teeth. An entity and its officers who fail to comply can face a fine of up to $25,000 on conviction. Crucially, the liability extends to directors and officers individually, not just to the company. This is not a box-ticking exercise that can be quietly ignored, and it is a common target of ACRA enforcement.
The RORC is not the same as the nominee registers
The RORC is often confused with the nominee registers, because both are about who is really behind a company. They answer different questions. The RORC asks who ultimately owns or controls the company. The Register of Nominee Directors and the Register of Nominee Shareholders ask a narrower question: whether a named director or shareholder is merely fronting for someone else, and if so, who the nominator is. Both nominee registers are also non-public and must be lodged with ACRA’s central registers. If your company uses any nominee arrangement, read our dedicated guide on nominee shareholders and directors.
How this fits your wider compliance
The RORC sits alongside your other statutory registers, such as the register of members and the register of directors, and it is normally maintained by your corporate secretary as part of ongoing compliance. Because the day-one filing rule for new companies now leaves no margin for error, this is best handled by your incorporation agent from the outset rather than remembered later.
How to identify your controllers in practice
For a straightforward company, identifying controllers is simple: anyone holding more than 25% of the shares or voting rights is a registrable controller. Complexity arises with layered structures. Where shares are held through a holding company, a trust or a nominee, you must trace the interest upward to the ultimate individual or the relevant legal entity that meets the threshold. ACRA expects companies to look through these arrangements rather than record only the immediate registered holder. If, after taking reasonable steps, a company genuinely cannot identify a controller, that fact and the steps taken should be documented, because the law recognises that the answer is not always a natural person, but it does not accept a company simply declining to look.
Sending notices and the duty to respond
The RORC regime is built on a system of notices. A company that knows or reasonably believes a person to be a controller, or to know the identity of a controller, must send that person a notice requiring them to confirm their status and provide the required particulars. The recipient is legally obliged to respond accurately and within the prescribed time. Failing to send notices, or a recipient failing to respond truthfully, are both offences. This two-way obligation is what allows ACRA to hold the ecosystem accountable, and it is why the register should be treated as a living document rather than a one-off task.
Keeping the register accurate over time
The RORC is not “set and forget”. Every time the shareholding or control of the company changes, whether through a share transfer, an allotment of new shares, a change of directors with control implications, or a restructuring, the register must be reviewed and, if necessary, updated, with the change lodged to ACRA’s central register within two business days. In practice this dovetails with the work your company secretary already does when processing corporate changes, which is why maintaining the RORC is usually folded into a corporate secretarial engagement rather than handled separately.
The bottom line
The RORC is a mandatory, non-public record of who really controls your company. Identify anyone crossing the 25% interest or control threshold, set the register up on incorporation day for new companies, lodge changes with ACRA within two business days, and keep it accurate. With penalties reaching $25,000 and extending to officers personally, it is not a register to leave for later.
— The Editorial Team, Raffles Corporate Services