Singapore Register of Registrable Controllers (RORC) 2026: Who Counts, the 7-Day and 2-Business-Day Deadlines, ACRA’s Central and Nominee Registers — and How It Differs from Malaysia’s 20% Beneficial Ownership Rule

A Shenzhen founder sets up a Singapore holding company, and under it a Malaysian Sdn. Bhd. that runs the factory. Two years later the group's bank in Singapore asks for the Register of Registrable Controllers, and the Malaysian company secretary asks for a beneficial-ownership update for SSM. Same founder, same shares, two registers, two thresholds and two sets of deadlines. This guide explains Singapore's rules after the June 2025 amendments, and where they differ from Malaysia's.

Quick answer (as of October 2026): Every Singapore company that is not exempt must keep a Register of Registrable Controllers (RORC) under Part 11A of the Companies Act 1967. A controller is anyone holding more than 25% of the shares or votes, or exercising significant control. Since 16 June 2025, new companies must keep the register from the date of incorporation and file it with ACRA at incorporation. Changes go into the company's own register within 7 calendar days and must be lodged with ACRA within 2 business days after that, and the company must verify controllers' particulars every year. The maximum fine is S$25,000 for the company and each officer in default. Malaysia's beneficial-ownership test is stricter, at 20%, with a 14-day lodgement window. Our Singapore register of registrable controllers (RORC) compliance service handles the Singapore side.

What the RORC is, and who has to keep one

The RORC is Singapore's beneficial-ownership register. It records the individuals and legal entities that ultimately own or control a company, so that public agencies investigating money laundering, terrorism financing or tax evasion can see past nominee shareholders and layered holding companies. The rules sit in Part 11A of the Companies Act 1967 (sections 386AB to 386AN), read with the Companies (Register of Controllers, Nominee Directors, Nominee Shareholders and Members of Foreign Companies) Regulations 2017. ACRA's current guidance for companies is Version 2.0, issued on 16 June 2025, the day the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 came into force.

The register has two copies. The company keeps its own register at its registered office or at the office of a registered corporate service provider. Since 30 July 2020, the same information must also be filed with ACRA's central register of controllers. Neither copy is public: the central register is open only to public agencies, and ACRA officers can inspect the company's own register and ask for the supporting documents.

Who counts as a registrable controller

ACRA's guidance sets out two limbs. A person who meets any one test is a controller, whether the person is an individual or a legal entity.

Three rules catch most of the cases foreign groups get wrong:

• Exactly 25% is not enough. The test is more than 25%. Two founders at 50/50 are both controllers; four partners at 25% each have no shareholding controller, so the company must look at the control tests next.
• Nominees are looked through. A share held as nominee for someone else counts as held by that person. If X holds 30% as nominee for Y, Y is the controller, not X.
• Corporate controllers are recorded too. If a Hong Kong or Chinese parent holds 100%, the parent is a registrable corporate controller, and the individuals behind it may be controllers through indirect holdings. ACRA asks for the foreign entity's registration number and the name of the register where it is incorporated.

If the company has no controller, or cannot identify one after taking reasonable steps, it does not leave the register blank. Each director with executive control and each CEO is taken to be a registrable controller, and the company enters a note saying so, with their particulars, within 2 business days.

Exemptions: why most foreign-owned subsidiaries are not exempt

Paragraph 2.1.1 of ACRA's guidance exempts only these locally incorporated companies:

1. companies listed on the Singapore Exchange;
2. Singapore financial institutions;
3. companies wholly owned by the Government of Singapore;
4. companies wholly owned by a Singapore statutory body;
5. wholly-owned subsidiaries of any of the above; and
6. companies whose own shares are listed on a foreign exchange that imposes disclosure and beneficial-ownership transparency rules.

A Singapore subsidiary of a privately held Chinese, Hong Kong or Malaysian group fits none of these, so it must keep a full register. Item 5 refers back to items 1 to 4, so it does not cover a subsidiary of a company listed in Shanghai, Hong Kong or Kuala Lumpur. Exempt companies must still state their exemption category in the annual return. Claiming an exemption the company does not have is now a prosecuted offence (see below). Companies being wound up or struck off are not exempt.

The timeline: notices, 7 days, 2 business days, and the annual check

The June 2025 amendments changed the deadlines in two ways. The company now has more time to update its own register, but the register must exist from the first day, and the annual check is now mandatory. The steps run in this order:

1. At incorporation (companies incorporated from 16 June 2025). The company keeps the register from the date of incorporation and files controller information with ACRA as part of incorporation on BizFile. A company incorporated between 31 March 2017 and 15 June 2025 had 30 days.
2. Reasonable steps: notices. The company must at least send a notice each year to every director and to every member holding voting shares carrying 5% or more of the votes. The prescribed notice asks the recipient to reply within 30 days. Notices may be sent by email and do not need to be signed by a director.
3. Enter the particulars within 7 calendar days after the controller confirms them. The confirmation must include a statement that the information is true and accurate, signed and dated by the controller. Before 16 June 2025 this window was 2 business days.
4. If the controller does not reply, the company enters what it already knows, with a note that the particulars are unconfirmed, within 7 calendar days after the 30-day reply period ends.
5. Lodge with ACRA within 2 business days after entering or updating the company's own register, through BizFile using the "Update Register of Registrable Controllers" transaction. A registered filing agent can file for the company if authorised.
6. Every year, the company sends each registrable controller a notice to confirm that the particulars are unchanged and correct (section 386AIA, Annex F of the guidance), and keeps the signed and dated replies.

What goes into the register, and what to keep on file

For an individual controller, the register records full name, aliases, residential address, nationality, identity card or passport number, date of birth and the dates the person became, and if relevant stopped being, a controller. For a corporate controller, it records the name, unique entity number or foreign registration number, registered office, legal form, the statute it was formed under, the name of the corporate register in its home jurisdiction, and the relevant dates.

Public agencies can ask for supporting documents, and ACRA's guidance lists what it expects:

• Singapore citizen or PR: a copy of the NRIC.
• Foreign individual: a copy of the passport and a document verifying the residential address, such as a utility bill. For Chinese founders this is often missing. Obtain the proof of address at onboarding, not when an agency asks.
• Foreign entity not registered in Singapore: a copy of its certificate of registration, plus proof of its registered address if the certificate does not show it. For a PRC parent, that is the business licence (营业执照).
• The paper trail: the notices sent, the replies, and any correspondence that led to each entry.

Nominee directors and nominee shareholders: the central registers

The 2024 amendments added a second layer that matters for foreign groups using local nominee directors. Singapore companies have kept private registers of nominee directors since 2017 and of nominee shareholders more recently. ACRA now also keeps central registers of nominee directors and nominee shareholders (section 386ANA):

• companies incorporated from 16 June 2025 file nominee information at incorporation;
• existing companies had until 31 December 2025 to file their nominee director and nominee shareholder information;
• later changes to the private registers must also be filed with ACRA.

Note that the three registers are separate. A nominee director is not automatically a controller, and a controller is not automatically a nominee. A group using our Singapore nominee director service must disclose the nominator in the nominee-director register, and the real owners still go into the RORC.

Penalties, and the 2025 prosecutions

Under section 386AF(12), as amended, a company that fails to keep or update its register, and every officer in default, is liable to a fine of up to S$25,000 each. A false statement in a filing to the Registrar is a separate offence under section 401(2A), with a fine of up to S$50,000, imprisonment of up to 2 years, or both.

ACRA has prosecuted these offences. On 31 October 2025 it announced the conviction of three registered qualified individuals of corporate service providers on 64 charges, with fines totalling S$105,500. The fines included S$17,000 for authorising false filings of registrable-controller information, S$15,000 for annual returns that falsely claimed an exemption from keeping the RORC, and S$7,500 for a false declaration of being a company's registrable controller. All three were disqualified from acting as directors for five years. The fines show that ACRA checks exemption claims and controller declarations.

Singapore RORC vs Malaysia's beneficial-ownership register

Malaysia introduced its own regime through the Companies (Amendment) Act 2024, which added Division 8A (sections 60A to 60E) to the Companies Act 2016 with effect from 1 April 2024. The two systems serve the same purpose but are not interchangeable. A structure that is compliant in Singapore can still be non-compliant in Malaysia.

In practice the gap matters at the 20–25% band. A minority investor holding 22% through the Singapore company is not a Singapore controller of that company. If the Singapore company owns 100% of the Malaysian Sdn. Bhd., the investor's indirect 22% still makes them a Malaysian beneficial owner, and the Malaysian company must report them to SSM. Our Malaysian beneficial ownership disclosure service runs that side. For how banks apply the same idea, using a more-than-25% test of their own, see our guide to bank due diligence and beneficial owners in Malaysia.

Common mistakes in Singapore–Malaysia structures

• Recording only the parent company. In Singapore a 100% corporate parent is a registrable controller, but the founders behind it may also be controllers through indirect interests. In Malaysia only the individuals count.
• Treating a Hong Kong or Shanghai listing as an exemption. The Singapore exemptions cover SGX-listed companies, Singapore financial institutions and government-owned companies. A subsidiary of a foreign-listed group is not exempt unless its own shares are listed.
• Keeping a register that was never updated. The annual notice is now mandatory. A register last touched at incorporation in 2019 shows the company has not taken reasonable steps.
• Mixing nominee and controller information. A local nominee director goes in the nominee-director register with the nominator's details. The real owners still go in the RORC.
• Forgetting the Malaysian 14-day clock. A share sale at the Singapore level can change the beneficial owners of every Malaysian subsidiary below it. The SSM 14-day window runs from the date the change is recorded.
• No proof of address for foreign controllers. A passport alone is not enough under ACRA's list of supporting documents.

What to do this quarter

1. Draw the full chart. Go from the Malaysian operating company up to every individual, with percentages at each level and any voting or appointment rights.
2. Apply both tests. Mark who is over 25% or has significant control for Singapore, and who holds 20% or more or ultimate effective control for Malaysia.
3. Send this year's Singapore verification notices and file the signed replies. Lodge any change with ACRA within 2 business days of updating the register.
4. Check the nominee registers. If you use a nominee director or shareholder, confirm that the information is on ACRA's central registers. The deadline for existing companies was 31 December 2025.
5. Align Malaysia. Compare the Malaysian register with the same chart and lodge any differences with SSM within 14 days. Our guide to SSM's Corporate Registry System (CRS) covers the current filing channel and late-fee waiver.

ONEKEY BIZ maintains registers of registrable controllers for Singapore companies, including the annual verification notices and ACRA lodgements, and keeps the Malaysian beneficial-ownership records of the subsidiaries below in line. For a combined review of a Singapore–Malaysia structure, contact us.

This article is general information only, not legal, tax or immigration advice. Policies, thresholds and official fees are set by the relevant Malaysian authorities and may change. Talk to our consultants about your specific situation.