The Register of Registrable Controllers (RORC) is essentially the company’s record of its beneficial owners. It is a statutory requirement for both companies and LLPs in Singapore to maintain this register. What sets it apart from other registers is its purpose and access rules.
It differs from the electronic register of members kept by ACRA for private companies and also from the registers of members maintained by public companies. The RORC is focused not on shareholders in general, but on those who hold significant interest or control.
This register records key details such as the names of the controllers, their identifying particulars, and—if the controller is a legal entity—the place of registration or citizenship.
One key point: this register is not public. Companies cannot disclose or make it available for inspection to members of the public. Even auditors are not entitled to view it. Access is tightly restricted and information is meant solely for regulatory purposes.
Registerable Controller
Every company has to identify and record its registrable controllers (RCs). These controllers may be individuals or corporate entities. By default, once someone meets the criteria of a controller, they must be included in the company’s register.
- An individual controller is a person with significant interest in, or significant control over, the company.
- A corporate controller is a legal entity (incorporated in Singapore or overseas) that holds such interest or control.
The law is designed so that beneficial ownership cannot be hidden behind layers of entities. Even if a foreign company or multiple structures are involved, the controlling party must be identified.
Obligations of RC
Controllers also carry obligations once identified:
- They must respond to notices from the company or LLP and verify their particulars.
- If they know of other possible RCs, they are required to provide that information.
- They must keep the company updated if their particulars change.
This framework ensures the register remains accurate and useful to regulators.
Significant Interest
The concept of significant interest is central to determining whether someone qualifies as a registrable controller.
An individual or entity is regarded as having significant interest if they:
- Own more than 25% of the shares in the company.
- Hold voting shares that give them more than 25% of the total voting power.
- Are entitled, directly or indirectly, to more than 25% of the company’s capital or profits.
For companies without share capital, interest is established if the person or entity has rights to more than 25% of the profits or capital.
Importantly, interest is defined broadly. Even indirect rights, or powers to control the disposal of shares, may amount to significant interest.
Significant Control
The other test is significant control. A person or entity is considered to have this if they:
- Have the right, directly or indirectly, to appoint or remove directors holding a majority of voting rights at board level.
- Hold more than 25% of rights to vote on matters decided by members.
- Have the right—or actually exercise—the ability to influence or control the company’s decisions and activities.
In practice, this means that even without a large shareholding, someone who can dictate the company’s strategic direction may qualify as a controller.
Notice to the RC
Companies are expected to take reasonable steps to identify their controllers.
This includes:
- Sending out notices to every member and director of the company annually.
- Sending notices to individuals or entities who may reasonably be controllers, to confirm and verify particulars.
- Notices can be sent electronically or in hard copy. Registered mail is not required.
- There is no need for a director or secretary to sign the notice.
What matters is documenting the process. Companies should keep evidence of when notices were sent and how replies were received, as this demonstrates compliance.
Setting up of RORC
There are clear timelines for setting up the register:
- A newly incorporated company must set up its RORC within 30 days of incorporation.
- If a company was previously exempt but later falls under the requirement, it must comply within 60 days of becoming required.
The RORC can be maintained either electronically or in hard copy. It must be kept at the company’s registered office or at the registered office of its filing agent.
Additionally, all entities must lodge their RORC information with ACRA’s central RORC within 2 business days after setup. Failure to do so carries a penalty of up to SGD 5,000.
Exempted Companies
Not every entity is required to maintain a RORC. Certain categories are exempt:
- Companies wholly owned by the Singapore government.
- Singapore’s licensed financial institutions.
- Companies listed on approved exchanges in Singapore.
- Companies listed on overseas exchanges subject to regulatory disclosure requirements.
- Wholly owned subsidiaries of exempt companies.
- Companies wholly owned by statutory bodies established under a public Act for a public purpose.
Notably, companies under winding up, receivership, or judicial management are not automatically exempt unless they qualify under one of the categories above.
Final Thoughts
The Register of Registrable Controllers is more than just another compliance document. It forms part of Singapore’s broader push for transparency in corporate ownership. By ensuring beneficial owners cannot remain hidden behind layers of entities, the framework helps regulators combat money laundering, tax evasion, and other risks.
For companies, the obligation is clear but manageable. Set up the register on time, keep it updated, and lodge details with ACRA promptly. For controllers, the duty is to be forthcoming with accurate information. Though it may seem administrative, the RORC reflects Singapore’s reputation as a trusted and well-regulated jurisdiction. Companies that treat it seriously not only stay compliant but also strengthen confidence with regulators, investors, and partners.
