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Regulatory Alert: Enhanced Compliance Requirements for RORC, ROND and RONS

Under the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 (CLLPMA), the Accounting and Corporate Regulatory Authority (ACRA) has updated the statutory disclosure regulations:

  • Announcement date: 9 June 2025
  • Effective date: 16 June 2025 (with a transition window for existing companies to file with the central registers, ending 31 December 2025)

This legislative framework significantly tightens reporting obligations for the Register of Registrable Controllers (RORC), Register of Nominee Directors (ROND) and Register of Nominee Shareholders (RONS). It removes historical grace periods, introduces central ACRA filing requirements, and substantially increases financial penalties for non-compliance.

Below is a summary of these statutory obligations, and why carrying out annual declaration exercises is a legal duty for all Singapore-incorporated companies and registered foreign companies.

1. Key Legislative Changes

To align Singapore with Financial Action Task Force (FATF) standards on Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT), ACRA introduced the following changes:

  • RORC from day one: Entities incorporated on or after 16 June 2025 must set up, maintain and file their Register of Registrable Controllers on the date of incorporation via BizFile+, removing the former 30-day grace period.
  • Central lodgment of ROND and RONS: Companies and foreign companies must lodge nominee director and nominee shareholder particulars, including the identities of the underlying nominators, with ACRA’s central registers.
  • Annual controller verification: Entities must check with every registrable controller at least once a year, by sending each controller a notice in the form prescribed under the regulations, to confirm whether their recorded particulars are correct or have changed.

2. Statutory Timelines and Operational Requirements

Corporate officers and Registered Filing Agents (RFAs) must keep strictly to ACRA’s timelines:

  1. 7-calendar-day updating rule: Changes must be recorded in the registers within 7 calendar days after the controller confirms them, replacing the previous rule of 2 business days. If a controller does not reply within 30 days of the notice, the 7 days run from the end of that 30-day period.
  2. Audit-trail evidence: Registrable controllers must give signed and dated written confirmation that their particulars are accurate. Registers should not be updated based on verbal assurances.
  3. Foreign companies included: Registered foreign companies in Singapore must now keep a Register of Nominee Directors at their registered office or at the office of their corporate service provider.

3. Public Disclosure vs Data Privacy

ACRA balances regulatory oversight with commercial privacy safeguards:

  • Public business profile: A director’s or shareholder’s nominee status is shown on the company’s BizFile+ business profile.
  • Confidential central registers: The identity and particulars of the underlying nominator or ultimate beneficial owner (controller) lodged with ACRA’s central registers are not public. This information is available only to public agencies, for regulatory and law enforcement purposes.

4. Penalties for Non-Compliance

  • Fines of up to S$25,000 per offence: Failing to set up, maintain, update or lodge accurate RORC, ROND or RONS details is an offence punishable by a fine of up to S$25,000 per offence, up from the previous maximum of S$5,000.
  • False or misleading information: A new offence applies to giving false or misleading information, without due diligence, in response to a production order or inquiry from ACRA about the registers. This is also punishable by a fine of up to S$25,000.
  • Officer liability: Liability can extend to both the company and its officers, such as directors and company secretaries.

Official ACRA Guidance and Resources

For the detailed legislation and practice guidance, please refer to ACRA’s official publications:

Stay Compliant with Our Corporate Secretarial Team

Complying with ACRA’s requirements calls for active record management and systematic verification. Our Corporate Secretarial team helps corporate groups, foreign companies and local business owners manage annual confirmation cycles, prepare compliant declarations, and make timely BizFile+ lodgments, so that you stay audit-ready.