Under the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 (CLLPMA), the Accounting and Corporate Regulatory Authority (ACRA) introduced statutory disclosure requirements designed to enhance corporate transparency:
- Effective: 16 June 2025
This regulatory framework tightens statutory reporting obligations for the Register of Registrable Controllers (RORC), Register of Nominee Directors (ROND), and Register of Nominee Shareholders (RONS). It eliminates historical setup grace periods, mandates central ACRA lodgments, and significantly increases non-compliance penalties.
Understanding these requirements is essential for company officers, business owners, and corporate groups to ensure ongoing statutory compliance and audit readiness.
1. Key Statutory Requirements
To align Singapore with international Financial Action Task Force (FATF) Anti-Money Laundering (AML) standards, ACRA enforces the following statutory mandates:
- Day-1 RORC Maintenance: Entities incorporated on or after 16 June 2025 must establish, maintain, and lodge their Register of Registrable Controllers (RORC) on the date of incorporation via BizFile+.
- Central Register Lodgment (ROND & RONS): Companies must lodge nominee director and nominee shareholder particulars—including the identities of underlying nominators—directly into ACRA’s Central Registers.
- Transition for Existing Companies: Companies incorporated before 16 June 2025 have until 31 December 2025 to lodge their nominee director and nominee shareholder information with ACRA.
- Annual Verification of Controllers: Each year, companies must send every registrable controller a notice, using ACRA’s prescribed template, asking whether their particulars have changed or are still correct. Controllers must return a signed and dated confirmation.
- Faster Updates: Changes to a controller’s particulars must be recorded within 7 calendar days of the controller’s confirmation, replacing the previous 2-business-day rule. If a controller does not reply within 30 days of the notice, the 7 days start after that 30-day period ends.
2. Public Transparency vs. Data Privacy
ACRA balances regulatory transparency with commercial data protection:
- Public Business Profile: A director’s or shareholder’s nominee status is publicly disclosed on the company’s BizFile+ Business Profile.
- Confidential Central Registers: The specific identities of underlying Nominators or Ultimate Beneficial Owners (Controllers) submitted to ACRA remain strictly non-public. This data is accessible only to public agencies and law enforcement authorities for regulatory oversight.
3. Statutory Penalties for Non-Compliance
ACRA has significantly increased fine structures for default:
- Fines Up to S$25,000 Per Offence: Failure to set up, maintain, update, or lodge accurate RORC, ROND, or RONS details carries statutory fines of up to S$25,000 per offence.
- False or Misleading Information: A new offence applies to giving false or misleading information to ACRA without due diligence, with fines of up to S$25,000.
- Officer Liability: Both the company and its officers, including directors and company secretaries, may be liable for these offences.
Information in this article is correct as at June 2025.
