Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024

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 are 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 all of 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.

  • 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 both:

  • The Registers of Controllers, Nominee Directors, and Nominee Shareholders for companies (including foreign companies).

  • The Register of Controllers for LLPs.

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.

Guides

• Register of Registrable Controllers (RORC)

• Registers of Nominee Directors (ROND) & Nominee Shareholders (RONS)

Form of notice templates

• RORC: Form of Notice Templates

Infographics

• Infographic on Key Highlights on Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act - What You Need To Know [PDF, 208 KB]

Frequently asked questions (FAQs)

• FAQs on the CLLPMA Act [PDF, 114 KB]