RORC and beneficial-owner register under CSP Act 2024 — Step-by-step walkthrough

The RORC and beneficial-owner register under CSP Act 2024 are the transparency records Singapore companies must maintain identifying their registrable controllers and lodge with ACRA. This walkthrough explains the Register of Registrable Controllers, the central register, what the Corporate Service Providers Act 2024 changed, deadlines, and the step-by-step compliance process for 2026.

What the RORC and beneficial-owner register under CSP Act 2024 are

The Register of Registrable Controllers (RORC) records the individuals or legal entities with significant control over a company, typically those holding more than 25 per cent of shares or voting rights, or who exercise significant influence. Companies must keep this register and also lodge the information with the central RORC maintained by the Accounting and Corporate Regulatory Authority (ACRA). The register exists to identify beneficial owners and deter the misuse of corporate structures.

Section 386AB of the Companies Act 1967 establishes the duty to keep a register of registrable controllers, and the Corporate Service Providers Act 2024 strengthened the surrounding obligations on the providers who maintain these registers for clients.

Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.

What the CSP Act 2024 changed

The Corporate Service Providers Act 2024 brought all corporate service providers under a single registration and supervision regime, raised anti-money-laundering expectations, and reinforced accountability for the accuracy of beneficial-ownership data. It also introduced obligations around nominee directors and nominee shareholders, requiring disclosure of nominee arrangements so that the true controllers behind a structure are visible to the authorities.

Who must comply and what is required

Every Singapore company and limited liability partnership, unless specifically exempt (such as listed companies and certain regulated entities), must maintain a RORC. The company must take reasonable steps to identify its controllers, send notices to suspected controllers, record the required particulars within the statutory timeframe, and keep the register at its registered office or with its corporate service provider. Information must be lodged with ACRA’s central register and kept up to date.

Cost and timeline — the numbers

A company must set up its RORC within 30 days of incorporation and update it within 2 business days of becoming aware of a change. Lodgement with the ACRA central register follows the same discipline. There is no ACRA fee to maintain the register itself, but corporate service providers typically charge S$150 to S$500 per year to maintain and lodge it. Non-compliance can attract fines of up to S$5,000.

Step-by-step compliance walkthrough

First, identify every individual or entity meeting the registrable-controller test. Second, issue notices to confirm their particulars. Third, record the prescribed details in the RORC within the statutory window. Fourth, lodge the information with ACRA’s central register through BizFile+. Fifth, set a review cadence so changes are captured within two business days. Sixth, retain notices and responses as evidence of reasonable steps.

Beneficial-ownership transparency interacts with tax structuring: see our cross-site guide to Singapore corporate tax rates and exemptions, and for groups hiring foreign talent, our note on employment pass renewal and dependency ratios. For the underlying register mechanics, read our on-site guide on the RORC and beneficial-owner register under the CSP Act 2024.

Common mistakes and gotchas

Companies often miss the two-business-day update window, fail to send controller notices, or overlook nominee arrangements that the CSP Act 2024 now requires to be disclosed. Treating the register as a one-off rather than a living record is the deeper error. Confirm requirements on the ACRA website, read the statute on Singapore Statutes Online, and align any tax considerations with the IRAS website.

The registrable-controller test in practice

Identifying registrable controllers is rarely as simple as reading the share register. A controller is a person who holds, directly or indirectly, more than twenty-five per cent of the shares or voting rights, or who holds the right to appoint or remove a majority of the board, or who otherwise exercises significant influence or control. Indirect holdings through intermediate companies must be traced through to the ultimate individual. Where control is exercised through arrangements rather than shares, such as a shareholders’ agreement or a financing arrangement that confers control, those too must be assessed. Companies should document the reasoning behind each determination so that they can demonstrate the reasonable steps the law expects.

Nominee arrangements and the CSP Act 2024

One of the most significant effects of the Corporate Service Providers Act 2024 is the spotlight on nominee arrangements. A nominee director or nominee shareholder holds a position on behalf of another person, and the new regime requires these arrangements to be disclosed so that the true party behind the nominee is visible. Corporate service providers must keep records of nominee directorships they arrange, and companies must record the fact of nominee status in their registers. This closes a long-standing gap through which beneficial ownership could be obscured. Firms that use nominee directors to satisfy the residency requirement should ensure the arrangement is properly documented and disclosed rather than informal.

Maintaining the register and the central lodgement

The Register of Registrable Controllers must be set up within thirty days of incorporation and updated within two business days of the company becoming aware of a relevant change. The same information must be lodged with the central register maintained by the Accounting and Corporate Regulatory Authority (ACRA) through BizFile+, and kept synchronised with the company’s own register. In practice this means a discipline of issuing notices to suspected controllers, recording their responses, updating both registers, and retaining evidence. A register that is created at incorporation and then never touched is a common and serious compliance failure, because controllers change as shares are transferred, options vest, and group structures evolve.

Penalties, AML context and good housekeeping

Failure to maintain or lodge the register accurately can attract fines of up to S$5,000, and the obligation sits within Singapore’s wider anti-money-laundering architecture, so lapses carry reputational as well as legal cost. Good housekeeping means treating the register as a living document reviewed at every change in ownership or control, retaining the controller notices and responses, and coordinating with the corporate service provider who lodges on the company’s behalf. Where ownership is complex, an annual reconciliation of the register against the share register and any shareholders’ agreements is a sensible safeguard.

FAQs

Who is a registrable controller?

An individual or legal entity holding more than 25 per cent of shares or voting rights, or who otherwise exercises significant control or influence over the company.

How quickly must the register be updated?

The RORC must be set up within 30 days of incorporation and updated within two business days of the company becoming aware of a relevant change.

What did the CSP Act 2024 change?

It placed all corporate service providers under a single supervised regime, raised AML standards, and introduced disclosure obligations for nominee directors and shareholders.

Is there a penalty for non-compliance?

Yes. Failure to maintain or lodge the register accurately can attract fines of up to S$5,000, alongside reputational and AML exposure.

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Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.