As part of the Ministry of Finance’s (MOF) and ACRA’s regular review of legislation administered by ACRA, the Corporate Service Providers (CSP) Act and the Companies and Limited Liability Partnerships (Miscellaneous Amendments) (CLLPMA) Act were passed by Parliament on 2 July 2024.

The legislative amendments introduced the following key changes:

  1. Require all business entities carrying on a business of providing corporate services in and from Singapore to register with ACRA as registered CSPs
  2. 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)
  3. Introduce fines for breaches of AML/ CFT/ PF obligations by registered CSPs and their senior management;
  4. 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
  5. Require companies, foreign companies and LLPs to:
    • Keep a Register of Controllers starting on the date of incorporation or registration, removing the previous 30-day grace period
    • Check annually with every registrable controller to ensure that that their particulars are updated
  6. Require foreign companies to:
    • Maintain Registers of Nominee Directors. Prior to these amendments, foreign companies were not required to maintain Registers of Nominee Directors
    • Declare as part of their annual filing if they are exempted from maintaining Registers of Controllers, Nominee Directors and Nominee Shareholders
  7. Require nominee directors’ and nominee shareholders’ nominee status and the identities of their nominators to be disclosed to ACRA
  8. Increase fines pertaining to the Registers of Controllers, Nominee Directors and Nominee Shareholders.

Key changes

Reasons for the amendments

Require all business entities carrying on a business of providing corporate services in and from Singapore to register with ACRA as registered CSPs

To require companies and other business entities that carry on a business in Singapore of providing any corporate service to be registered as registered CSPs, even if they do not file transactions on behalf of their customers with ACRA. This requirement includes companies and other business entities that carry on a business in Singapore of providing the corporate service of carrying out any designated activity in relation to the provision of any accounting service.  

Registered CSPs will be required to comply with AML/ CFT/ PF obligations. 

A person who fails to be registered as a CSP is guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.

Currently, companies and other business entities that do not file transactions on behalf of their customers with ACRA are not required to be registered as registered filing agents (RFAs) and consequently are not subject to AML/ CFT/ PF obligations.

However, there is a regulatory gap as CSPs that are not RFAs may be engaged by customers to facilitate illicit activities. Therefore, the amendments will enhance the regulatory regime for all CSPs, level the playing field for all CSPs carrying on business in Singapore, and enable ACRA to take enforcement action against registered CSPs that breach AML/ CFT/ PF obligations.

 Require all registered CSPs to comply with obligations, including AML/ CFT/ PF obligations
To require registered CSPs to comply with obligations relating to PF, in addition to obligations relating to AML/ CFT. These obligations will be prescribed in subsidiary legislation.The amendments will ensure consistency with the Financial Action Task Force’s (FATF) recommendations relating to AML/ CFT/ PF, and that registered CSPs comply with the requirements in the United Nations Act 2001.  
Introduce fines for breaches of AML/ CFT/ PF obligations by registered CSPs and their senior management 
To impose criminal liability on registered CSPs and their senior management for breaches of AML/ CFT/ PF obligations.

A registered CSP who breaches the AML/ CFT/ PF obligations is guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 for each breach.

The senior management of a registered CSP who fails to ensure that the registered CSP complies with its AML/ CFT/ PF obligations is also guilty of an offence and liable on conviction to a fine not exceeding $100,000 for each breach.

The amendments will ensure that the maximum fines for breaches of AML/ CFT/ PF obligations by registered CSPs and their senior management are commensurate with the risks of money laundering, the financing of proliferation of weapons of mass destruction and terrorism financing in Singapore. In addition, the new penalties are consistent with those for other designated non-financial businesses and professionals in Singapore. 
Prohibit persons from acting as nominee directors by way of business unless the appointments are arranged by registered CSPs and the proposed nominee directors have been assessed as fit and proper by the registered CSPs 
A person must not by way of business, act as a nominee director of a company, unless the appointment of the person as a nominee director of the company is arranged by a registered CSP. A person who breaches this requirement is guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.

A registered CSP must not arrange for a person to act as a nominee director of a company unless he is satisfied that the person is fit and proper. In determining whether the person is a fit and proper person, the registered CSP must take reasonable steps to satisfy himself that the person is not disqualified from acting as a director of a company under any written law, and consider other factors prescribed in subsidiary legislation. A registered CSP who breaches this requirement is guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.

The amendments aim to prevent misuse of nominee directorship arrangements by way of business, in creating shell companies to facilitate money laundering. This situation is observed to be largely created by CSPs who arrange for unqualified individuals to act as nominee directors for their customers.
Companies, foreign companies and LLPs must keep a Register of Controllers starting on the date of incorporation or registration

To require companies, foreign companies and LLPs to keep a Register of Controllers starting on the date of incorporation or registration.

The amendment will enhance corporate transparency by requiring companies, foreign companies and LLPs to maintain information regarding their beneficial owners (BO) from the day of their incorporation or registration.
Companies, foreign companies and LLPs must check annually with every registrable controller on their particulars, by giving them notice

To require companies, foreign companies and LLPs to check annually with every registrable controller whose particulars are stated in their Register of Controllers if there has been a change in their particulars or if their particulars is correct, by giving notice to every such controller.

The amendment will ensure the accuracy of information maintained in the entity’s Register of Controllers.
Require foreign companies to maintain a Register of Nominee Directors

To require foreign companies to maintain a Register of Nominee Directors.

The amendment will ensure that Singapore’s BO regime is aligned with the FATF standards, which do not distinguish between local and foreign companies in the requirement to maintain Registers of Nominee Directors.
Foreign companies must declare as part of their annual filing if they are exempted from maintaining Registers of Controllers, Nominee Directors and Nominee Shareholders

To require foreign companies who are exempt from maintaining a Register of Controllers, Nominee Directors and Nominee Shareholders to declare the following to the Registrar as part of their annual filing:

  • whether they are exempted from maintaining the Registers;
  • if they are exempted, the category of exemption they fall under; and
  • if they are not exempted, the location where their Registers are maintained.
This will align the treatment between local and foreign companies and facilitate ACRA’s monitoring of local and foreign companies’ compliance with requirements pertaining to the Registers.
Require nominee directors’ and nominee shareholders’ nominee status and the identities of their nominators to be disclosed to ACRA
To require companies and foreign companies to file all information kept in their Registers of Nominee Directors and Nominee Shareholders with ACRA, and for ACRA to maintain such information.

Once the information is filed with ACRA’s Central Registers of Nominee Directors and Nominee Shareholders, the nominee status of the director and shareholder will be publicly available, and would appear in the relevant company’s business profile.

However, detailed information on the particulars of nominators in ACRA’s Central Registers will only be accessible to public agencies for the administration or enforcement of any written law.

 

The amendments will further mitigate money-laundering risks by enhancing the transparency of nominee arrangements, as it can trigger additional scrutiny and customer due diligence by AML-obligated entities if a company or foreign company has nominee directors or shareholders.

It will also ensure Singapore’s continued compliance with the FATF’s revised standards on beneficial ownership, in which nominee directors and nominee shareholders are required to disclose the identity of their nominators to the Registrar, and to publicly disclose their nominee status.
Increase fines pertaining to the Registers of Controllers, Nominee Directors and Nominee Shareholders
To increase the maximum fines from $5,000 to $25,000, for offences pertaining to:
  1. The Registers of Controllers, Nominee Directors and Nominee Shareholders for companies (including foreign companies); and
  2. The Register of Controllers for limited liability partnerships.
The amendments will ensure the accuracy of information maintained in entities’ Registers of Controllers, Nominee Directors and Nominee Shareholders and that the accompanying fines are appropriately dissuasive and in line with the FATF’s recommendations.
For more information and related FAQs on the above amendments, please click here (PDF, 47KB).   

Please access the following links for more information on:​​

  1. Corporate Service Providers Regulations 2025 ​​
  2. AML/ CFT/ PF Guidelines for Corporate Service Providers(PDF, 1.1MB)​​
  3. Infographic on Key Highlights on Corporate Service Providers Act – What You Need To Know(PDF, 299KB)

 

Please access the following links for the FAQs on the CSP Act(PDF, 107.4KB) and CLLPMA Act(PDF, 42.3KB).

The Corporate Service Providers Act 2024 will take effect on 9 June 2025.​

The Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 will take effect on 16 June 2025.

ACRA hosted a series of webinar sessions on the Implementation of Corporate Service Providers (CSP) Act on 15 and 30 April 2025.​

For reference, you may refer to the ACRA Webinar Presentation Slides(PDF, 854KB).

Please access the following links for more information on:

  1. Corporate Service Providers Bill
  2. Companies and Limited Liability Partnerships (Miscellaneous Amendments) Bill
  3. Second Reading Speech of the Corporate Service Providers Bill, and the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Bill 
  4. ACRA’s public consultation on proposed legislative amendments relating to Singapore’s regulatory regime for corporate service providers and to enhance beneficial ownership transparency
  5. ACRA’s response to the public consultation on proposed legislative amendments relating to Singapore’s regulatory regime for corporate service providers and to enhance beneficial ownership transparency (PDF, 143KB)
  6. MOF’s and ACRA’s public consultation on Corporate Service Providers Bill and proposed amendments to Companies Act and Limited Liability Partnerships Act
  7. MOF’s and ACRA’s summary of responses to consultation feedback on Corporate Service Providers Bill and proposed amendments to Companies Act and Limited Liability Partnerships Act
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