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Identify registrable controllers, maintain the private RORC, file the Central RORC and run the required annual verification.
A Singapore company should identify who ultimately owns or controls it, enter the required particulars in its private Register of Registrable Controllers and file the same information with ACRA’s Central RORC. It must then verify the details at least once every year and update both records when something changes.
The RORC is not the same as the register of members, the electronic officer registers or the nominee director and shareholder registers. A person can appear in more than one record, but each record has its own purpose and filing route.
Who needs an RORC
ACRA’s current RORC guidance applies to companies, foreign companies registered in Singapore and limited liability partnerships unless an exemption applies. Dormant entities and entities undergoing winding up, striking off, receivership or judicial management are not excused merely because of that status.
Exempt categories include specified listed companies, Singapore financial institutions, government-owned entities and qualifying subsidiaries. An exempt entity still needs to inform ACRA of its exemption status and make the relevant annual-return or annual-declaration statement. Check the exact category rather than assuming that a regulated shareholder makes every subsidiary exempt.
Ownership is not the only test
For a company with share capital, a person or legal entity has significant interest if it holds an interest in more than 25 per cent of the shares or shares carrying more than 25 per cent of total voting power. A company without share capital uses the right to share in more than 25 per cent of capital or profits.
Significant control is a separate test. It includes the right to appoint or remove directors holding a majority of board voting rights, more than 25 per cent of member voting rights, or the right to exercise, or actual exercise of, significant influence or control. Rights can be direct or indirect. A 20 per cent shareholder may therefore still be a controller if contractual or practical rights give that person significant control.
ACRA says companies and foreign companies should send notices to all directors and each member who directly holds at least 5 per cent of total voting shares when they need to identify controllers, unless the business is wholly owned and controlled. That notice threshold helps with the enquiry. It is not the same as the more-than-25-per-cent significant-interest test.
Trace the chain to the relevant person or entity
Draw the legal ownership chain and add the voting, appointment, veto and influence rights. For each layer, record the evidence used, such as registers of members, constitutions, shareholder agreements, trust records or confirmations. Do not stop at the first overseas holding company if another person or legal entity above it meets a controller test.
| Question | Record to check | Possible outcome |
|---|---|---|
| Who holds more than 25 per cent? | Share registers and ownership chart | Individual or corporate controller |
| Who controls member votes? | Constitution and voting agreements | Controller through voting rights |
| Who controls the board? | Appointment rights and board arrangements | Controller through director rights |
| Who exercises significant influence? | Agreements and actual decision record | Controller despite a lower shareholding |
| No controller identified? | Documented reasonable enquiries | Record executive-control individuals |
If no controller can be identified after reasonable efforts, ACRA requires details of individuals with executive control. For a company or foreign company, this points to directors with executive control and the chief executive officer. Keep the enquiry record because ACRA may ask how the company reached that position.
Set up the private and central records together
Businesses incorporated or registered from 16 June 2025 must provide controller details on the day of registration. The private RORC can be physical or electronic and must be kept at the registered office or the office of the appointed corporate service provider.
The private register includes identity and contact particulars, residential or registered-office addresses, dates of becoming and ceasing to be a controller, and further information for corporate controllers. Access is restricted. The Central RORC is not available to the public and supports access by authorised officers and law-enforcement agencies.
The Central RORC guidance says the filing is free and normally immediate. A director, company secretary, registered corporate service provider or qualifying group secretary may file. Shareholders who are not company officers cannot view the RORC simply because they hold shares.
Use an event-to-deadline record
When a controller informs the company of a change, update the private RORC within seven days. File the Central RORC update within two business days after the private record is updated. These are linked deadlines, so record the date the company was informed, the private update date and the central filing acknowledgement.
Send each existing controller a verification notice at least once a year. There is no fixed annual date, but each controller must receive one annually and has 30 days to respond. If there is no response, enter the most recent particulars, note that they are unconfirmed and file that status after the prescribed period. ACRA’s controller-identification page explains the notice process and the potential S$25,000 fines for relevant failures.
A three-company example
Assume a Singapore company is owned 60 per cent by a foreign holding company, 25 per cent by a founder and 15 per cent by an employee. The foreign holding company is a likely corporate controller because it exceeds 25 per cent. The founder’s exact 25 per cent does not cross the significant-interest wording, which is more than 25 per cent, but separate voting or control rights may still make the founder a controller. The employee is not a controller on share percentage alone.
The company should continue tracing the foreign holding company, examine all control rights and record the analysis. The example also shows why copying the shareholder register into the RORC without testing control can produce an incomplete answer.
Our nominee register guide explains the separate ROND and RONS duties, while the first 90 days after incorporation article covers other early records. The Singapore Market Entry and Domiciliation hub links the wider company setup work.
The simplest durable process is a current ownership chart, a dated controller analysis, one annual notice calendar and a filing log that proves both the private and Central RORC were updated.