Public Consultation on Proposed Legislative Amendments Relating to Singapore's Regulatory Regime for Corporate Service Providers

Singapore, 31 May 2022 - The Accounting and Corporate Regulatory Authority (ACRA) is proposing amendments to the Companies Act, ACRA Act and a new Corporate Service Providers Bill (CSP Bill). Interested parties are invited to provide feedback on these legislative proposals from 31 May 2022 to 19 July 2022.

Background

2. ACRA constantly reviews existing legislations to ensure that our corporate regulatory environment remains competitive and robust. In 2015, the ACRA Act was amended to require filing agents and qualified individuals to be registered and comply with the recommendations of the Financial Action Task Force (FATF) relating to the combating of money laundering, terrorism financing and financing of proliferation of weapons of mass destruction.

3. ACRA’s proposals aim to enhance the sector’s regulatory regime to:

1. Improve Singapore’s compliance with the FATF recommendations and maintain Singapore’s reputation as a trusted financial hub; and

2. Address the risks presented by the misuse of nominee arrangements in the creation of shell companies to facilitate money laundering; and to require individuals who act as nominee directors, by way of business¹, to be qualified persons. 

Proposed enhancements to the regulatory regime

4. ACRA’s key legislative proposals are as follows:

1. Enact a new CSP Bill requiring all entities or persons providing corporate secretarial services in and from Singapore to register with ACRA as CSPs, regardless of whether they need to transact with ACRA;

2. Increase financial penalties on RFAs/CSPs/RQIs² for breaches of terms and conditions of their registration, and introduce a fine[3] for breaches of anti-money laundering/ countering the financing of terrorism obligations (AML/CFT obligations) committed with the connivance of, or through the neglect by individuals like directors, owners or partners of CSPs;

3. Introduce a requirement for CSPs to ensure that individuals they appoint to act as nominee directors are fit and proper, and satisfy prescribed training requirements, if they hold more than a legally prescribed number of nominee directorships by way of business (unless they are qualified persons); and

4. Introduce a new requirement for nominee directors and shareholders to disclose their nominee status and the identity of their nominator to ACRA, and for ACRA to maintain such information. The nominee status of these directors and shareholders will be made publicly available. 

5. Please refer to Annex A for the full list of proposals and their details. 

Public Consultation Details 

6. The public can access the consultation documents on ACRA’s website and the REACH consultation portal.  Members of the public can submit their comments using the feedback template in Annex B via email to ACRA_Public_Consultation@acra.gov.sg, by indicating “Public Consultation on CSP Bill” in the subject line.

7. ACRA will publish a summary of the comments received. The summary will not disclose the identity of the respondents and will not separately address or acknowledge every comment received.

¹ By way of business” refers to the provision of services in exchange for a fee or an award.

² For Registered Filing Agents (RFAs)/Corporate Service Providers (CSPs): From $25,000 per breach to at least $50,000 per breach; For Registered Qualified Individuals (RQIs): From $10,000 per breach to $20,000 per breach.

³ Not exceeding $100,000.

Documents for Download: 

• Annex A:  Proposed amendments the Companies Act, ACRA Act (and their related subsidiary legislation), and new Corporate Service Providers Bill (PDF, 214KB)

• Annex B: Feedback template(PDF, 186KB)

Accounting and Corporate Regulatory Authority

31 May 2022