S‘pore’s Regulatory Overhaul: Business Landscape Transformation

  • Sig Tax & AccountingNov 18, 2024

Against the backdrop of increasingly stringent global requirements to combat money laundering and terrorist financing, Singapore’s role as an international financial centre has become more prominent. To further optimize the business environment, enhance corporate compliance management, and ensure the full protection of the legal rights of enterprises and individuals, Indranee Rajah, Minister in the Prime Minister’s Office and Second Minister for Finance and National Development, formally introduced the Corporate Service Providers Bill and the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Bill in Parliament on July 2. After successfully completing the second reading debate, these two bills were also passed during the third reading in Parliament and are expected to come into effect in the coming months.

Corporate Service Providers Bill

  1. High Penalties for Failure to Register with ACRA
    This bill mandates that all companies providing corporate services in Singapore, regardless of whether their clients are local or overseas, must register with the Accounting and Corporate Regulatory Authority (ACRA) as corporate service providers. Companies failing to register with ACRA may face fines of up to SGD 50,000 and/or imprisonment of up to two years. Additionally, unregistered service providers could face daily fines of up to SGD 2,500 for continued offenses after conviction.

Moreover, companies and limited liability partnerships that fail to update or provide accurate information in their registers may be fined up to SGD 25,000.

  1. Enhanced Anti-Money Laundering Measures
    Last year, Singapore successfully uncovered a money laundering case involving SGD 3 billion, which sparked widespread public concern about money laundering issues. In response, ACRA acted swiftly, initiating urgent revisions to the related legislation.

Corporate service providers failing to fulfil their obligations to detect and prevent money laundering will now face fines increased from SGD 25,000 to SGD 100,000—a fourfold increase. Additionally, senior corporate executives, such as CEOs, found guilty of violations may also face fines of up to SGD 100,000.

Although these measures may increase compliance costs for service providers to some extent, they are seen as essential for rooting out non-compliant enterprises, safeguarding market development, and maintaining order.

  1. Designated Rights for Nominee Directors
    Prohibition on Non-Professionals Acting as Nominee Directors:
    Only nominees arranged by certified corporate service providers are qualified to serve as company nominee directors. Those attempting to arrange nominee directors through other means may face fines of up to SGD 10,000.

 

Increased Fines:
To strengthen the enforcement of the new regulations, the Singapore government has also raised fines related to registers of controllers, nominee directors, and nominee shareholders.

Although nominee directors do not directly participate in the actual management of the company, their presence ensures compliance during company registration. As part of a company’s structure, nominee directors provide a solid foundation for future operations and enhance the company’s credibility and stability.

 

Companies and Limited Liability Partnerships Bill

  1. Ensuring Information Accuracy
    The Companies and Limited Liability Partnerships (Miscellaneous Amendments) Bill requires companies and limited liability partnerships to ensure the accuracy of their registered information and to update it regularly. Companies providing false information or failing to update their registers may face fines of up to SGD 25,000.
  2. Increasing Information Transparency
    To enhance transparency, companies must submit all details of nominee directors and shareholders to ACRA, including the identities of nominating parties. While ACRA will disclose information on nominee directors and shareholders, it will not reveal the identities of the nominators.

Protecting Personal Residential Addresses
Under the new regulations, businesses must provide both the personal residential addresses of relevant personnel (such as directors and shareholders) and a contact address for public disclosure during registration. ACRA will only disclose the contact address to protect personal privacy.

Furthermore, the new regulations stipulate that once a contact address is disclosed by ACRA, it cannot be changed for three years.

Businesses must therefore ensure the authenticity and long-term validity of their contact addresses to avoid unnecessary complications. Enterprises are encouraged to stay updated with regulatory changes to ensure compliance in their business operations.

 

ACRA’s Regulatory and Supervisory Powers

To further enhance regulatory mechanisms, ACRA will be authorized to obtain necessary information from specified entities, including power and telecommunications companies, to verify the accuracy of its records. This measure will significantly boost ACRA’s efficiency in fulfilling its supervisory and enforcement responsibilities, uncovering businesses established for illegal activities.

The above summarizes the key amendments under the Corporate Service Providers Bill and the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Bill. If you have any questions or require further assistance with Singapore company registration, nominee directors, or registered addresses, feel free to contact us. SIG is available around the clock to provide comprehensive support and professional advice.