The Companies (Amendment) Act 2024, commonly referred to as CALA 2025 (the Companies (Amendment) Act and Limited Liability Partnerships (Amendment) Act), commenced in phases from 6 May 2026. Among its most significant provisions are three new statutory registers that virtually every Singapore company must now maintain.
These new registers are not optional. Failure to set them up, maintain them properly, or make them available for inspection exposes directors and companies to substantial fines — and under the enhanced penalty regime introduced by CALA 2025, director fines for certain company law breaches have risen from S$5,000 to S$20,000, with imprisonment of up to 12 months for the most serious defaults.
This article explains each of the three new registers in detail: what they contain, who must maintain them, where they must be kept, and what the inspection rights are.
Why CALA 2025 Introduced New Registers
Singapore’s corporate transparency agenda has intensified over the past decade, driven by international anti-money laundering (AML) and beneficial ownership standards from the Financial Action Task Force (FATF) and the OECD. The three new registers introduced by CALA 2025 are part of this broader push to give ACRA, law enforcement, and other competent authorities better visibility into who controls Singapore companies and how they are governed.
All three registers must be maintained at the company’s registered office address (or at an alternative address notified to ACRA) and must be available for inspection by authorised persons.
Register 1: Register of Registrable Controllers (RORC) — Strengthened
The Register of Registrable Controllers (RORC) is not new — it has been required since 2017. However, CALA 2025 significantly tightened the RORC framework:
What Changed Under CALA 2025
- Centralised filing obligation: Companies must now lodge RORC information with ACRA within 2 business days of any change (previously 5 business days)
- Stricter verification requirements: Companies must take reasonable steps to verify the identity and particulars of controllers
- Expanded definition of registrable controller: CALA 2025 clarified edge cases involving layered holding structures and trustee shareholders
- Enhanced penalties: Directors who fail to maintain or update the RORC face fines of up to S$5,000 (increased from S$1,000)
Who Is a Registrable Controller?
A registrable controller is any individual (or legal entity) that:
- Holds more than 25% of the shares in the company, or
- Holds more than 25% of the voting rights, or
- Has the right to appoint or remove a majority of the directors, or
- Exercises significant influence or control over the company
Shell companies, dormant companies, and wholly-owned subsidiaries of Singapore-listed companies have limited exemptions. All other private companies must maintain a complete RORC.
What the RORC Must Contain
For each registrable controller, the RORC must record:
- Full name and NRIC/passport number (for individuals) or UEN/registration number (for corporate controllers)
- Date of birth and nationality (for individuals)
- Residential or business address
- Date on which they became a controller
- Nature of control (shareholding, voting rights, directorial appointment rights, or significant influence)
Register 2: Register of Nominee Directors (ROND)
The Register of Nominee Directors is entirely new under CALA 2025, commencing 6 May 2026. It is perhaps the most significant new register for Singapore companies that use nominee director services.
What Is a Nominee Director?
Under CALA 2025, a nominee director is a director who is accustomed or obliged to act in accordance with the directions, instructions, or wishes of another person (the nominator). This captures:
- Professional nominee directors appointed by corporate service providers
- Directors who act on the instructions of a controlling shareholder
- Directors appointed under a shareholders’ agreement who follow the nominating party’s directions
What Must Be Recorded
The ROND must record, for each nominee director:
- The director’s full name and identity details (same as the Register of Directors)
- The nominator’s full name, identification number, and address
- The date on which the nominee director arrangement commenced
- The nature of the arrangement (written agreement, oral arrangement, or other)
Who Must Disclose?
A director who is a nominee must notify the company in writing within 30 days of commencing the arrangement. The company must then update the ROND within 2 business days of receiving the notification.
A director who fails to notify the company commits an offence and is liable to a fine of up to S$5,000. Where the failure is deliberate, the enhanced penalty of up to S$20,000 and/or imprisonment applies.
Inspection Rights
The ROND is not publicly accessible. It may only be inspected by:
- The company’s directors and officers
- Any member of the company
- ACRA, law enforcement agencies, and other competent authorities
This restricted access reflects the sensitive nature of nominee arrangements while still giving relevant authorities the oversight they need.
Register 3: Register of Relevant Officers (RORO)
The Register of Relevant Officers is the third new register introduced by CALA 2025. “Relevant officers” is defined broadly to capture senior management personnel who exercise significant decision-making authority, even if they are not formally directors.
Who Is a Relevant Officer?
Under CALA 2025, a relevant officer includes:
- The CEO and any person who has primary responsibility for the management of the company
- The CFO or any person responsible for financial management
- Any person who performs an executive function in the company and has authority to make decisions that significantly affect the company’s business
The definition is functional — it focuses on what the person does, not what their title is. A company with a “General Manager” who in practice runs the business would need to register that person even if they are not a director.
What Must Be Recorded
For each relevant officer, the RORO must contain:
- Full name and NRIC/passport number
- Date of birth and nationality
- Residential address
- The role or position held
- Date of appointment
- Date of cessation (if applicable)
Maintenance and Updates
The RORO must be updated within 7 days of any change in relevant officers. The company is responsible for ensuring accuracy. Directors who knowingly allow the RORO to be incomplete or inaccurate face personal liability under the enhanced CALA 2025 penalty regime.
Practical Steps for Singapore Companies
If you run a Singapore private company, here is what you should do in light of CALA 2025’s new register requirements:
- Review your RORC immediately: If your RORC has not been updated since the 2017 rollout, verify all controller details and lodge any updates with ACRA within 2 business days
- Identify nominee directors: If any of your directors act under arrangement with another person, they must notify the company and the ROND must be populated
- Identify relevant officers: List all senior managers and executives who exercise significant decision-making power, even if they are not formally directors
- Set up the RORO: If you do not have an RORO in place, establish one now. It must be kept at the registered office or a notified alternative address
- Review your corporate secretarial retainer: Ensure your company secretary is aware of the CALA 2025 requirements and will keep these registers updated
See our related guides on director duties under CALA 2025, the nominee director framework, and corporate secretarial services to help maintain all statutory registers.
Consequences of Non-Compliance
ACRA has stepped up enforcement of statutory register obligations. The consequences of non-compliance under CALA 2025 include:
- Fines of up to S$5,000 per register for straightforward failures to maintain or update
- Fines of up to S$20,000 and/or imprisonment of up to 12 months for knowing or deliberate failures
- Regulatory action: ACRA may issue a Compliance Notice, strike off the company, or disqualify directors for persistent defaults
- Reputational risk: Non-compliant companies may face difficulties with banks, investors, and commercial counterparties who conduct due diligence
Need help setting up your RORC, ROND, or RORO?
Contact Singapore Secretary Services at [email protected] or call/WhatsApp +65 8501 7133. Our corporate secretarial team manages all statutory register obligations for Singapore companies under CALA 2025.
Singapore Secretary Services is the corporate secretarial brand of Raffles Corporate Services, a licensed filing agent registered with ACRA.
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