Identify Registrable Controllers (Beneficial Owners): RORC Guide for Singapore Directors

Running a company in Singapore comes with important transparency duties. One of the most crucial for directors is correctly identifying your company’s Registrable Controllers—often called the ultimate Beneficial Owners.

The Register of Registrable Controllers (RORC), managed by ACRA, helps prevent financial crime. New rules effective 16 June 2025 have made compliance more urgent.

At Koobiz, we understand that distinguishing between a shareholder and a “Registrable Controller” is complex. Whether you run a Private Limited Company or an LLP, this guide clarifies the definitions, the 2025 regulatory changes, and the exact steps to ensure full compliance.

IMPORTANT: 2025 ACRA Regulatory Updates

Effective 16 June 2025, the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 introduced key changes:

1. Immediate Filing for New Entities: Companies incorporated on or after 16 June 2025 must set up their RORC and lodge information with ACRA on the date of incorporation.
2. Extended Internal Timeline: The deadline to update the internal register has been extended from 2 business days to 7 calendar days after receiving information.
3. Annual Verification: Companies must now send an annual notice to every controller to confirm their details are still correct.
4. New Particulars Required: Controllers must now provide their email address and contact number.

What is the Register of Registrable Controllers (RORC)?

The Register of Registrable Controllers (RORC) is a mandatory internal document that records the particulars of a company’s beneficial owners. Its primary goal is ensuring corporate transparency.

To understand this requirement fully, recognize its key characteristics:

• Mandatory & Private: You must keep it, but it is not public. It’s held at your registered office or with your corporate secretary (like Koobiz).
• Dual Obligation: You must keep the register internally and submit the information to ACRA’s private database.
• Strictly Confidential: Only Singapore government agencies (like the police or tax authority) can access RORC. However, companies must produce the register upon request to ACRA or law enforcement for investigation.
• Ongoing Duty: It’s not a one-time job. You must keep it current and perform annual checks.

Who Qualifies as a Registrable Controller?

A Registrable Controller is someone who, through their influence over the company, meets at least one of these criteria. Directors should look past the share certificate to understand the real relationships. The controller may be the person directing activities behind the scenes or a parent company that owns the local entity.

Individual vs. Corporate Controllers: Knowing the Difference

It is vital to distinguish between a natural person and a legal entity when recording information.

Condition 1: Significant Interest (>25% Shares or Voting)

To have “significant interest,” a controller must meet specific quantitative benchmarks:

• Owns more than 25% of the company’s shares.
• Holds more than 25% of the voting rights.
• Share the right to more than 25% of the capital or profits (for LLPs).

Note: Exactly 25% does not trigger the requirement; it must be >25%. This applies to both direct interest and “deemed interest” (through nominees).

Condition 2: Significant Control (Board Appointment & Veto Rights)

Even without holding a single share, a person is a Registrable Controller if they possess “significant control,” such as:

• The right to appoint or remove a majority of the directors.
• The right to exercise, or actually exercising, significant influence or control over the company decisions (e.g., veto rights in a Shareholders’ Agreement).

Entities Required to Maintain an RORC

The requirement applies to all locally incorporated companies and Limited Liability Partnerships (LLPs) unless specifically exempted.

Who Must Comply:

1. Private Limited Companies
2. Foreign Companies (Singapore Branches)
3. Limited Liability Partnerships (LLPs)

Who is Exempt:

• Public Listed Companies: Listed on SGX.
• Singapore Financial Institutions: Regulated by MAS.
• Wholly-Owned Subsidiaries of Exempt Entities: E.g., a subsidiary of a Singapore Public Listed company.
• Government-owned Companies.

Update: Exempt companies are now required to declare their exemption category specifically in their Annual Return filings. Note that subsidiaries of foreign listed companies are generally not exempt unless the foreign exchange has disclosure regimes comparable to Singapore’s.

Practical Case Studies & Tracing Ownership

Identifying a controller is often straightforward, but complex ownership layers require “tracing.”

Scenario 1: The Multi-Layered Structure (Indirect/Deemed Interest)

• Structure: Singapore Company A is 100% owned by Foreign Company B. Foreign Company B is 100% owned by Mr. Smith.
• Analysis:
  • Foreign Company B is a Corporate Controller (Direct Interest).
  • Mr. Smith has a “Deemed Interest” because he controls Company B.
• Action: Singapore Company A must register both Foreign Company B and Mr. Smith. Many directors miss this step—you must look through the corporate layers.

Scenario 2: The “Golden Share” Investor (Control Without Ownership)

• Structure: An Angel Investor owns 10% equity but holds a contractual right to veto board decisions and appoint the CEO.
• Analysis: Despite low ownership, the veto power constitutes “Significant Control.”
• Action: The Angel Investor must be recorded as a Registrable Controller.

Scenario 3: No Identifiable Controller (The Fallback)

• Situation: A company has 5 equal shareholders (20% each) with no special voting rights. No one meets the >25% threshold or has significant control.
• Action:
  1. The company must take reasonable steps to verify no controller exists.
  2. As a mandatory fallback, the company must record the particulars of Directors with Executive Control (e.g., CEO, Managing Director).
  3. Important: You cannot leave the register blank. This entry must also be lodged with ACRA.

Compliance Workflow: How to Identify and Lodge (2025 Updated)

The compliance process has evolved. Follow this updated workflow to ensure you meet the new 2025 standards.

Step 1: Identification & Verification Notices

Directors must take “reasonable steps” to identify controllers. This includes reviewing the Register of Members and sending notices.

• Initial Notice: Sent to anyone you know or suspect is a controller.
• Annual Verification Notice (New): You must now send a notice annually to all controllers in your register to confirm if their particulars have changed.
• Information to Collect:
• Full name, ID/Passport number, address, nationality, date of birth, date they became a controller, email, and phone number.

Step 2: Update Internal Register (New 7-Day Rule)

• Once you obtain a confirmed response, which must now include a signed declaration from the controller, you are required to update the internal Register of Registrable Controllers (RORC) within 7 calendar days. This is a change from the previous requirement, which allowed for a two-business-day window.
• For New Companies (those incorporated after June 16, 2025), the internal register must be established on the date of incorporation itself rather than at a later time.

Step 3: Lodge Data with ACRA

• Timeline: After the internal register has been updated, you must lodge the relevant information with ACRA via BizFile+ within 2 business days.
• For New Companies: The filing with ACRA must be completed simultaneously with the incorporation filing, so the information is submitted at the same time as the company’s incorporation.
• Confidentiality: The lodgment is treated as secure information and is not accessible to the public.

Penalties for Non-Compliance

ACRA treats RORC non-compliance as a serious offense.

• Fines: Up to SGD 25,000 for the company and every officer in default.
• Criminal Prosecution: For severe cases, such as willfully obstructing an investigation or knowingly providing false/misleading information, officers may face criminal charges and imprisonment.
• Administrative Roadblocks: Failure to file RORC can prevent the company from completing other essential transactions on BizFile+.

Shareholder vs. Registrable Controller: The Difference

A shareholder is the legal name on the share certificate. A controller is the person who ultimately benefits from or controls those shares. They can be different people.

Example: Mr. A holds 100% shares as a nominee for Mr. B.

• Mr. A is the Shareholder.
• Mr. B is the Registrable Controller. The RORC must reflect Mr. B.

Frequently Asked Questions (FAQ)

What if a controller refuses to respond to my notice?

Keep a record of your attempt. If they don’t reply within 30 days, enter the details you have and mark them as “unconfirmed.” You’ve done your duty.

Do I need to update ACRA if a controller changes their address?

Yes. You must update your internal register within 7 calendar days of being notified, and then lodge the update with ACRA within 2 business days.

My company is dormant. Do I still need an RORC?

Yes, unless they qualify for a specific exemption (like being owned by a listed company).

Can I check my competitor’s RORC?

No. It is a confidential document. The public cannot buy or access this information.

Conclusion

Maintaining an accurate RORC is a core part of your directorship duties, ensuring your company operates with integrity. With the June 2025 updates, Directors must be more vigilant than ever—ensuring email addresses are collected, annual verifications are sent, and new entities are compliant from Day 1.

At Koobiz, we specialize in simplifying these corporate complexities. Our team ensures your RORC is accurate, up-to-date, and fully compliant with the latest ACRA amendments.

Ready to ensure your company is compliant?

Contact Koobiz today for a comprehensive RORC health check or assistance with your corporate secretarial needs.

About Koobiz

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• Singapore Company Incorporation (Compliant from Day 1)
• Corporate Secretarial Services (RORC, Annual Returns)
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