Singapore consults on new Corporate Service Providers Bill

Singapore’s Ministry of Finance (MOF) and Accounting & Corporate Regulatory Authority (ACRA) jointly proposed, on 12 March, a new Corporate Service Providers (CSP) Bill to enhance the regulatory regime for the CSP sector. The new Bill is to be tabled in Parliament in the first half of 2024.

The legislative package will also include 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.

The key proposal is to enhance the regulatory regime for CSPs by requiring all business entities carrying on a business of providing corporate services in and from Singapore to register with ACRA. 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.
• Carrying out transactions with ACRA on behalf of other persons or as a secretary of a company by way of business.

Registered CSPs and their senior management will be made subject to fines of up to SGD100,000 upon conviction for non-compliance with obligations for the purpose of detecting and preventing money laundering, the financing of proliferation of weapons of mass destruction and terrorism financing.

To combat the misuse of nominee directorship arrangements, it is proposed to prohibit persons from acting as nominee directors by way of business, unless their appointments are arranged by registered CSPs and they have been assessed as fit and proper by the registered CSPs.

To enhance corporate transparency, nominee directors and shareholders will be required to disclose their nominee status and the identities of their nominators to ACRA.

The penalties for breaches of obligations in respect of the Register of Registrable Controllers, the Register of Nominee Directors and the Register of Nominee Shareholders will also be increased.