Amendments to Enhance Transparency of Beneficial Ownership of Companies and LLPs to Come into Effect on 16 June 2025

Introduction

Pursuant to the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 (“CLLPMA“) (Commencement) Notification 2025, the CLLPMA will come into force on 16 June 2025. To give effect to the relevant amendments, changes to related regulations will also come into force on the same day.

The CLLPMA seeks to enhance the transparency of beneficial ownership of companies and limited liability partnerships (“LLPs“). It was passed in Parliament as part of a series of legislative amendments to the corporate compliance regime aimed at strengthening Singapore’s anti-money laundering framework. For more information on these legislative amendments, please see our earlier Legal Update here.

The CLLPMA amends the Companies Act 1967 and the Limited Liability Partnerships Act 2005 to be in line with Financial Action Task Force (“FATF“) standards, and to require companies, foreign companies and LLPs to take measures to ensure that the particulars of their controllers are up‑to‑date and correct. It includes the following key amendments:

1. Change in definition of “nominee shareholders”;
2. Requiring companies to file a register of nominee directors and nominee shareholders with ACRA;
3. Enhancing the requirements for companies and LLPs in keeping a register of registrable controllers;
4. Penalties for breaches relating to company registers; and
5. Extending the requirements to cover branches.

This Update highlights the key obligations, penalties and changes under the CLLPMA. Local companies, foreign companies and LLPs should take note of these obligations and review their operations and practices to ensure compliance with the new requirements.

Definition of “Nominee Shareholders”

The definition of “nominee shareholders” under the Companies Act will be widened to refer to a shareholder who fulfils either or both of the following criteria: (i) the shareholder is accustomed or under an obligation whether formal or informal to vote, in respect of shares in the company or foreign company of which the shareholder is the registered holder, in accordance with the directions, instructions or wishes of any other person; and (ii) the shareholder receives dividends, in respect of shares in the company or foreign company of which the shareholder is the registered holder, on behalf of any other person.

This is a shift from the previous definition of “nominee shareholders”, which requires fulfilling both criteria. The amendment brings the definition in line with FATF’s definition of “nominee shareholders”, which was updated in March 2022, and prevents relevant individuals from being inadvertently excluded from the register.

Register of Nominee Shareholders and Nominee Directors

Companies are already required to keep information on their nominee shareholders and nominee directors in their registry of nominee shareholders and registry of nominee directors, respectively. Under the CLLPMA amendments, companies and foreign companies will now be required to file all information kept in their register of nominee directors and register of nominee shareholders with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA“), which will maintain such information in a central register. The nominee status of a nominee director/shareholder will be publicly available via business profile extractions, but only public agencies may access the full information maintained by ACRA for the administration or enforcement of any written law.

The timeline for compliance with the new registry requirements is as follows:

1. Existing companies (including foreign companies) have until 31 December 2025 to submit information about their nominee directors and nominee shareholders to ACRA.
2. New companies (including foreign companies) and LLPs incorporated from 16 June 2025 must submit information about their nominee directors and nominee shareholders (as well as their registrable controllers) to ACRA on the date of incorporation or registration.

The disclosure of the nominee status of shareholders/directors aims to mitigate money-laundering risks by enhancing the transparency of nominee arrangements, and to keep in line with FATF’s updated standards on beneficial ownership.

Register of Registrable Controllers

Companies and LLPs were previously only required to give notice to a registrable controller if they knew that a change had occurred in the controller’s particulars or that any of the particulars was incorrect.

Under the CLLPMA amendments, companies and LLPs will be required to check annually with every registrable controller if there has been a change in their particulars or if their particulars are correct. This is to be done by giving notice to the registrable controllers, the template for which is provided in the new Ninth Schedule of the Companies (Register of Controllers and Nominee Directors) Regulations 2017. Registrable controllers are required to provide signed and dated confirmation of information accuracy. Entities that fail to check the information may face a fine of up to S$25,000.

Updates to the register of registrable controllers must be recorded within the following timelines:

1. Seven calendar days after each date on which the particulars of any controller are confirmed by the controller (extended from the earlier timeline of two business days); or
2. If the controller does not respond within 30 days of the notice sent by the company/LLP, seven days after the aforementioned 30 days.

Further, companies and LLPs will be required to keep a register of registrable controllers starting on their date of incorporation or registration. Under the previous position, this was only required within 30 days from the date of incorporation or registration.

The amendments aim to ensure the accuracy of information maintained the register of registrable controllers.

Penalties for Breaches Relating to Registers

The Registrar or an officer of ACRA may require a company or LLP to produce its register of registrable controllers, register of nominee shareholders, or register of nominee directors, and may also make inquiries to determine compliance with the obligations relating to these registers. The CLLPMA introduces an offence for providing false or misleading information, without exercising due diligence, when responding to such production orders or inquiries. The maximum fine for the offence is S$25,000.

The CLLPMA also increases the maximum fine for existing offences relating to: (i) the register of registrable controllers, register of nominee shareholders, or register of nominee directors for companies; and (ii) the register of registrable controllers for LLPs. The maximum fine is increased from S$5,000 to S$25,000.

The amendments seek to ensure the accuracy of information maintained in the registers, by making the relevant penalties dissuasive and in line with FATF standards.

Extending Requirements over Branches

Foreign companies registered in Singapore (i.e. branches) will be subject to the requirement to maintain a register of nominee directors at their registered office or registered Corporate Service Provider’s office; previously, only local companies were required to do so. In addition, the CLLPMA requires foreign companies who are exempt from maintaining a register of controllers, register of nominee directors or register of nominee shareholders to declare the following to the Registrar as part of their annual filing: (i) whether they are exempted from maintaining the registers; (ii) if they are exempted, the category of exemption they fall under; and (iii) if they are not exempted, the location where their registers are maintained.

The amendments aim to align the treatment between local and foreign companies, and to ensure that Singapore’s beneficial ownership regime is aligned with FATF standards.

Concluding Words

Companies (both local and foreign) and LLPs should take note of the requirements and amendments under the CLLPMA. In particular, entities should review their practices in relation to the following:

1. Companies should ensure that they duly maintain their register of nominee shareholders/directors and file their registers with ACRA accordingly.
2. Companies and LLPs should ensure that they maintain their register of registrable controllers. This includes sending annual notices to the controllers and updating the register within the prescribed timelines.
3. Companies and LLPs must exercise due diligence when responding to orders from the Registrar or ACRA to produce the relevant registers, and when responding to inquiries regarding the registers.
4. Foreign companies in particular should be aware that they will now be required to comply with the same requirements as local companies regarding the maintenance of a register of nominee directors.

For further queries, please reach out to our Team members set out on this page.

For more information, please see the following:

• Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024
• Press release titled “Commencement of New Requirements under the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024”