The Ministry of Finance and the Accounting and Corporate Regulatory Authority (ACRA) are seeking comments for the proposed changes to the Companies Act 1967 (CA) aimed at enhancing the transparency of beneficial ownership of companies, as well as for the new Corporate Service Providers Bill (CSP Bill), which will improve regulation of corporate service providers (CSPs). The consultation will run until 25 March 2024.
The following changes to the CA are being proposed:
(a) requiring companies to maintain a register of nominee directors and to file all information regarding nominee directors and nominee shareholders with ACRA;
(b) requiring companies to conduct annual checks to ensure the accuracy of the particulars of its registrable controllers;
(c) setting the penalty for failing to comply with items (a) and (b) above, or for providing false or misleading information to ACRA, to up to S$25,000;
(d) requiring foreign companies to declare to the Registrar as part of their annual filing either (i) the location of their register of controllers, nominee directors and nominee shareholders or (ii) if they are exempt from keeping such registers, the existence of and basis for such exemption;
(e) expanding the definition of “nominee shareholder”; and
(f) requiring the register of beneficial owners/registrable controllers to be kept from the date of incorporation or registration, instead of within 30 days from the date of incorporation or registration (which is the current requirement).
Under the proposed CSP Bill, a person providing any corporate service must register with ACRA even if they do not file transactions with ACRA on behalf of their customers. A ‘corporate service’ includes: (a) forming a company for another; (b) acting, or arranging for another person to act, as company director, secretary or shareholder; (c) providing a registered office address; (d) carrying out a designated activity (e.g., buying or selling real estate or a business entity, managing money or creating or managing a legal person for a client) relating to the provision of any accounting service; and (e) carrying out an ACRA transaction for another using the electronic transaction system.
To be registered with ACRA, a CSP must appoint at least one registered qualified individual, such as a lawyer, public accountant or a member of a professional association. In addition, before a registered CSP can arrange for a person to act as a nominee director for a company, it must be satisfied that the person is fit and proper by ensuring that the person is not disqualified from acting as a director under any legislation. Moreover, no person can act as a nominee director of a company unless such appointment is arranged by a registered CSP.
A registered CSP must comply with requirements for detecting and preventing money laundering, the financing of proliferation of weapons of mass destruction and terrorism financing (AML/CFT/PF Requirements), failing which it and its senior management could be subject to a fine of up to S$100,000.
By enhancing transparency in the beneficial ownership of companies and requiring more CSPs to comply with AML/CFT/PF Requirements, the proposed changes ensure that Singapore continues to comply with the Financial Action Task Force Recommendations against money laundering, terrorism financing and proliferation financing. Given the rationale behind these changes and the hefty fines arising from non-compliance, companies and CSPs should monitor the developments during the consultation and prepare to comply with the proposed regulatory changes.
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Disclaimer: This article is for general information only and does not constitute legal advice.
