RORC and beneficial-owner register under CSP Act 2024: Frequently asked questions

The Register of Registrable Controllers (RORC) is the register every Singapore company and foreign company must keep, recording its beneficial owners. Read together with the Corporate Service Providers Act 2024, it shapes how directors, company secretaries and their corporate service providers verify, file and update controller information with ACRA.

What is the RORC and why does it exist?

The RORC is a statutory register of “registrable controllers”, commonly called beneficial owners, of a Singapore company, foreign company or limited liability partnership. It was introduced to align Singapore with international standards on beneficial ownership transparency set by the Financial Action Task Force (FATF), so that regulators, law enforcement and corporate service providers can identify the natural persons who ultimately own or control a legal entity, even when ownership is layered through nominees or corporate shareholders.

A registrable controller is generally an individual or legal entity holding, directly or indirectly, more than 25% of the shares or voting rights in a company, or who otherwise has the right to exercise, or actually exercises, significant control over the company. The Sixteenth Schedule to the Companies Act 1967 sets out the detailed meanings of “significant control” and “significant interest” used to identify these individuals.

Who does this apply to?

Directors and company secretaries of Singapore-incorporated private companies, exempt private companies and foreign companies registered here are all directly responsible for setting up and maintaining a private RORC, unless the entity is exempt (for example, Singapore-listed companies, financial institutions regulated by the Monetary Authority of Singapore, and a small number of other prescribed classes). Company secretaries and corporate service providers who assist with this filing are, in turn, regulated under the Corporate Service Providers Act 2024 (CSP Act 2024), which governs how registered corporate service providers and their qualified individuals conduct customer due diligence, verify client identities, and support anti-money laundering compliance while helping clients meet their RORC obligations.

Limited liability partnerships face a parallel obligation to identify and record their registrable controllers, following the same significant-control test applied to companies.

Legal basis: what the statutes actually say

Section 386AF of the Companies Act 1967 requires a company and a foreign company to establish and maintain a register of controllers containing the prescribed particulars of each registrable controller. Companies must also investigate and obtain the required information under section 386AG, keep it up to date under section 386AH, and correct inaccuracies under section 386AI. Separately, section 386AN of the Companies Act 1967 requires the same controller information, or a specified subset of it, to be lodged with the Registrar so that a central register of controllers is maintained by ACRA. This central register is not open to public search; it exists for regulatory and law enforcement access.

Part 11A of the Companies Act 1967 also introduced parallel registers of nominee directors and nominee shareholders (sections 386AKA and 386ALA), requiring nominees to disclose their nominators and their nominee status, in line with the FATF’s 2022 update on beneficial ownership standards for nominee arrangements.

On the corporate service provider side, section 17 of the Corporate Service Providers Act 2024 requires registered corporate service providers to take measures to prevent money laundering, proliferation financing and terrorism financing, which in practice means conducting customer due diligence, including identifying the beneficial owners of a corporate client, before and during the provision of corporate services such as company incorporation, registered office, nominee director and company secretarial services. Section 38 of the CSP Act 2024 sets out consequential amendments to the Companies Act 1967 relevant to these registers. Where a specific figure or threshold is not published in the plain text of the Act, this article describes the obligation without inventing a section-specific number.

Cost, timelines and penalties: the numbers

Setting up and maintaining an RORC is not, by itself, a service ACRA charges a filing fee for; the cost sits in the professional time needed to identify controllers correctly, especially where ownership runs through multiple layers of corporate shareholders or trusts. As a guide:

• Initial RORC set-up and lodgment with a corporate service provider typically takes between 1 and 3 weeks, depending on how quickly the company can trace and verify its controllers.
• Companies must send an annual notice to each registrable controller (or, where none has been identified, to each registrable person) to confirm the particulars on record remain accurate; this is usually done once a year, timed around the company’s financial year end or AGM cycle.
• Any change in controller particulars, such as a change of shareholding, address or identity document, should be updated in the private RORC and, if the change affects information lodged centrally, filed with ACRA promptly, generally within 14 days of the company becoming aware of the change.
• Non-compliance, including failing to set up a RORC, failing to keep it updated, or providing false information, is an offence under the Companies Act 1967 and can expose the company and its officers to fines; corporate service providers who fail in their own customer due diligence duties under the CSP Act 2024 face separate regulatory action, including composition fines or cancellation of registration under sections 18 to 22 of that Act.

Because exact fine quanta are set out across multiple sections and subsidiary legislation, and can change, directors should treat any specific dollar figure quoted informally as indicative only and verify the current position directly with ACRA or their corporate service provider before relying on it.

Step-by-step: setting up and maintaining an RORC

1. Map the ownership chain. Identify every shareholder holding more than 25% of shares or voting rights, directly or indirectly, and anyone who otherwise exercises significant control, such as through a shareholders’ agreement or veto rights.
2. Look through corporate shareholders. Where a shareholder is itself a company, trust or partnership, trace the chain until you reach the natural persons who are the ultimate registrable controllers, or, if none can be identified after reasonable enquiry, record the relevant “registrable person” instead.
3. Collect prescribed particulars. For each registrable controller, obtain their full name, identification number, nationality, residential address, and the nature and extent of their interest or control, as required under sections 386AF and 386AFA of the Companies Act 1967.
4. Set up the private register. Maintain the RORC at the company’s registered office or with its corporate service provider, in the form prescribed by ACRA.
5. Lodge with ACRA. File the required particulars to the central register within the stipulated period after the information is first obtained or subsequently changed.
6. Send annual notices. Confirm with each controller, at least once a year, that the particulars held remain correct.
7. Review whenever ownership changes. Any share transfer, allotment, or change in control arrangements should trigger a fresh review of the RORC, not just an annual one.

Common mistakes and gotchas

The most frequent error is treating the 25% threshold as a bright line without also checking for “significant control” through means other than shareholding, such as the right to appoint a majority of directors. Many companies also assume a registrable controller must be a natural person; in fact, certain legal entities that exercise significant control can themselves be registrable, in addition to any natural person controllers behind them.

Another common gap is failing to update the RORC when a nominee arrangement is used. Since Part 11A of the Companies Act 1967 introduced separate registers for nominee directors and nominee shareholders, a company using nominee arrangements needs to maintain three registers in parallel, not just the controllers register, and ensure the nominee’s nominator is correctly disclosed.

Finally, some directors assume that once the RORC is set up, no further action is needed. In practice, the duty to keep information up to date and to correct inaccuracies is ongoing under sections 386AH and 386AI of the Companies Act 1967, and lapses are exactly what ACRA’s compliance reviews and corporate service providers’ periodic due diligence refreshes are designed to catch.

How the CSP Act 2024 changes the picture for company secretaries

Before the CSP Act 2024, corporate service providers operated primarily under a registration regime tied to the ACRA Act. The CSP Act 2024 replaced that with a dedicated licensing framework: registered corporate service providers and registered qualified individuals must meet fit-and-proper criteria, renew their registration periodically, and comply with ongoing duties under Part 3 of the Act, including the anti-money laundering obligations in section 17. For clients, this means a company secretary helping a director maintain the RORC is not just performing an administrative task; the corporate service provider is itself under a statutory duty to verify who the beneficial owners really are, as part of its own customer due diligence obligations, before it can rely on client-supplied information.

This dual-layer structure, the company’s own RORC obligations under the Companies Act 1967 and the corporate service provider’s CDD obligations under the CSP Act 2024, is why beneficial ownership questions now come up earlier in the engagement process than before, often at the point of onboarding a new client rather than only at annual review.

Part 9 of the CSP Act 2024 also sets out saving and transitional provisions for firms that were previously registered filing agents or registered qualified individuals under the older regime. In practical terms, a company that has been using the same corporate secretarial firm for several years may find that its provider’s registration status, and the identity of the individual signing off on filings, has changed as the firm transitions to the new licensing regime. Directors and company secretaries should confirm their provider’s current registration status directly with ACRA rather than assuming continuity from a previous filing agent registration, since a lapsed or cancelled registration under sections 18 to 22 of the CSP Act 2024 would affect who can lawfully assist with RORC filings on the company’s behalf.

FAQs

Do all Singapore companies need to maintain an RORC?
Yes, unless specifically exempted. Exemptions generally cover Singapore-listed companies, entities regulated by the Monetary Authority of Singapore, and certain other prescribed classes set out in the Fourteenth and Fifteenth Schedules to the Companies Act 1967.

Is the central register of controllers open to public search?
No. The central register maintained by ACRA under section 386AN of the Companies Act 1967 is accessible only to specified public agencies and law enforcement, not to the general public.

What happens if a company cannot identify any registrable controller?
The company should record the relevant “registrable person”, typically a director with executive control, following the process the legislation sets out for cases where no natural person meets the significant-control or significant-interest thresholds after reasonable enquiry.

Does the CSP Act 2024 apply to in-house company secretaries?
The CSP Act 2024 licensing and customer due diligence duties apply to persons carrying on the business of providing corporate services to third parties, such as corporate service providers and their qualified individuals. An in-house company secretary employed directly by the company is not itself a registered corporate service provider under the Act, but the company should still expect its outsourced service providers, banks and auditors to ask beneficial ownership questions as part of their own compliance.

How often should the RORC be reviewed?
At minimum, once a year through the annual notice to controllers, and immediately whenever there is a change in shareholding, control arrangements, or nominee status.

Can a foreign parent company be a registrable controller?
Yes. A registrable controller can be a legal entity, not only a natural person, where that entity itself exercises significant control over the Singapore company and is not itself controlled by a further identifiable individual. In practice, most chains eventually resolve to natural persons once the corporate layers are traced, and it is that natural person who should ultimately be recorded, together with the immediate corporate entity where relevant.

Related guides

For a broader look at how anti-money laundering obligations interact with licensing decisions for regulated entities, see Raffles Corporate Services’ guide on MAS AML/CFT for licensed entities. Companies using nominee arrangements alongside their RORC should also read our companion FAQ on nominee director services for foreigners. If your compliance review also touches on work pass and hiring obligations for your Singapore entity, Singapore Employment Agency’s resource hub covers employment pass and work permit requirements separately from corporate registers.

For the authoritative text of the legislation, directors and company secretaries can check the Companies Act 1967 and the Corporate Service Providers Act 2024 directly on Singapore Statutes Online, review ACRA’s own compliance guidance at acra.gov.sg, and confirm any tax-related filing interactions, such as how beneficial ownership disclosures intersect with tax residency questions, at iras.gov.sg.

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.