The Accounting and Corporate Regulatory Authority (ACRA) announced that the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 (Amendment Act), passed on 2 July 2024, has come into effect on 16 June 2025. Amendment Act amends the Companies Act 1967 and the Limited Liability Partnerships Act 2005 to enhance the transparency of companies and limited liability partnerships (LLPs) and complements the Corporate Services Providers Act 2024 as part of Singapore’s ongoing efforts to strengthen regulations against money laundering and terrorism financing.
Previously, all companies had to maintain a register of its registrable controllers (RORC) not later than 30 days after incorporation. A registrable controller includes any person that directly or indirectly holds over 25% of the share capital or voting rights in a company, or holds the power to appoint or remove directors with a majority of voting rights at directors’ meetings.
From 16 June 2025, all newly incorporated companies (including foreign companies) and LLPs must maintain an RORC and submit controller information to ACRA upon incorporation or registration. Controller information in the RORC must be updated within 7 calendar days, extended from 2 business days.
In addition, companies and LLPs must now ensure that controller information filed with ACRA is up-to-date and correct. Each year, they must notify all registrable controllers to confirm whether their RORC particulars are correct and whether they remain controllers. Controllers must respond within the time specified in the notice. Failure to comply with these requirements is an offence punishable by a fine of up to S$25,000.
From 16 June 2025, a company or registered foreign company must maintain a Register of Nominee Directors (ROND) at their registered office or registered Corporate Service Provider's office. A director is considered a nominee if the director is accustomed to, or under a formal or informal obligation to act in accordance with the directions of any other person. The ROND must be updated within 7 calendar days of any new fact or information being provided to the entity.
ACRA will also keep a central register of nominee directors and nominee shareholders. As such, all companies (including foreign companies) must now lodge with ACRA the particulars contained in the company’s or foreign company’s ROND and register of nominee shareholders, and all updates that occur after lodgement. Failure to make the required filings is an offence punishable with a fine of up to S$25,000.
Information filed in ACRA’s central registers of nominee directors and nominee shareholders will be partially public. Their nominee status will appear in the company’s business profile, but details of the nominators will be accessible only to public agencies for law enforcement or regulatory purposes.
Existing companies have until 31 December 2025 to submit information about their nominee directors and nominee shareholders.
The maximum penalties for non-compliance with requirements relating to registers of controllers, nominee directors and nominee shareholders have also generally been increased from S$5,000 to S$25,000.
The Amendment Act demonstrates Singapore’s commitment to tackling money laundering and terrorism financing, which threaten the integrity of the international financial system. Companies should ensure that they comply with the new requirements relating to these registers, develop internal procedures to ensure continued compliance, and make the required filings ahead of the 31 December 2025 deadline.
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Disclaimer: This article is for general information only and does not constitute legal advice.
