The Ministry of Finance (MOF) and the Accounting and Corporate Regulatory Authority (ACRA) have proposed a new Corporate Service Providers (CSP) Bill to enhance the regulatory regime for the CSP sector, and legislative amendments to the Companies Act 1967 and Limited Liability Partnerships Act 2005 to enhance the transparency of beneficial ownership of companies and limited liability partnerships.
Background
2. ACRA had earlier announced its plans to amend the ACRA-administered legislation to enhance the regulatory regime for the CSP sector, and transparency of beneficial ownership of companies and limited liability partnerships.
Proposed Amendments
3. The CSP Bill and the Companies and Limited Liability Partnerships (Miscellaneous Amendments) (CLLPMA) Bill will introduce the following key changes:
a. Require all business entities carrying on a business of providing corporate services1 in and from Singapore to register with ACRA as registered CSPs;
b. Require all registered CSPs to comply with obligations, including those on anti-money laundering, countering the financing of terrorism and the proliferation of weapons of mass destruction (AML/ CFT/ PF obligations);
c. Introduce fines for breaches of AML/ CFT/ PF obligations by registered CSPs and their senior management;
d. Prohibit persons from acting as nominee directors by way of business unless the appointments are arranged by registered CSPs and they have been assessed as fit and proper by the registered CSPs;
e. Require nominee directors and shareholders to disclose their nominee status and the identities of their nominators to ACRA under the CLLPMA; and
f. Increase fines pertaining to the Register of Registrable Controllers, Register of Nominee Directors and Register of Nominee Shareholders under the CLLPMA.
4. The CSP Bill is in Annex A and the document explaining the key clauses in the Bill is in Annex B.
5. The CLLPMA Bill is in Annex C and the document explaining the key clauses in the Bill is in Annex D.
Public Consultation Details
6. The public consultation exercise will run from 12 to 25 March 2024. The public can access the public consultation documents, including the CSP Bill and CLLPMA Bill, on the REACH consultation portal. The public consultation documents are also available on the MOF website.
7. Interested parties can submit their comments via FormSG.
Summary of Response
8. MOF and ACRA will publish a summary of the main comments received. The summary will not disclose the identity of the respondents and will not separately address or acknowledge every comment received.
[1] These corporate services include forming of corporations on behalf of other persons; acting or arranging for other persons to act as directors or nominee shareholders; providing registered office or business addresses; carrying out designated activities in relation to the provision of accounting services; and carrying out transactions with ACRA on behalf of other persons or as a secretary of a company by way of business.
Attachments
Annex A - Draft Corporate Service Providers Bill (PDF, 364KB)
Annex B - Key Clauses in the draft Corporate Service Providers Bill (PDF, 245KB)
Annex C - Draft Companies and Limited Liability Partnerships (Miscellaneous Amendments) Bill(PDF, 195KB)
Annex D - Key Clauses in the draft Companies and Limited Liability Partnerships (Miscellaneous Amendments) Bill (PDF, 118KB)
Infographic on draft CSP Bill (PDF, 574KB)