MOF and ACRA consult on draft Corporate Service Providers Bill and proposed legislative amendments to enhance the regulation of corporate service providers and beneficial ownership transparency of companies and LLPs

11 April 2024

On 12 March 2024, the Ministry of Finance (MOF) and the Accounting and Corporate Regulatory Authority (“ACRA”) published a consultation paper seeking feedback on a draft Corporate Service Providers Bill (“draft CSP Bill”) aimed at enhancing the regulatory regime for the corporate service providers (“CSPs”) sector, and legislative amendments to the Companies Act 1967 (“CA”) and Limited Liability Partnerships Act 2005 (“LLPA”) aimed at enhancing the transparency of beneficial ownership of companies and limited liability partnerships (LLPs). The consultation closed on 25 March 2024.

1. Background

ACRA had earlier sought feedback in consultation papers published on 17 December 2021 and 31 May 2022. On 11 March 2024, ACRA published its responses to key feedback received on the proposals (“ACRA Response”). Included in the draft CSP Bill and the draft Companies and Limited Liability Partnerships (Miscellaneous Amendments) Bill (“draft CLLPMA Bill”) released for consultation on 12 March 2024 are provisions implementing the policies set out in the ACRA Response.

2. Draft CSP Bill

Key proposals in the draft CSP Bill include:

• requiring all business entities carrying on a business of providing corporate services in and from Singapore to register with ACRA as registered CSPs;
• requiring all registered CSPs to comply with requirementsfor detecting and preventing money laundering, the financing of proliferation of weapons of mass destruction and terrorism financing (“AML/CFT/PF requirements”);
• introducing fines for breaches of AML/CFT/PF requirements by registered CSPs and their senior management;
• requiring all registered CSPs to ensure that the individuals they arrange to act as nominee directors of their customers are fit and proper; and
• introducing a new section 145A of the CA prohibiting persons from acting as nominee directors by way of business unless the appointments are arranged by registered CSPs and they have been assessed as fit and proper by the registered CSPs.

3. Draft CLLPMA Bill amending the CA and the LLPA

Key proposals in the draft CLLPMA Bill include:

• requiring nominee directors and shareholders to disclose their nominee status and the identities of their nominators to ACRA; and
• increasing fines pertaining to the register of registrable controllers, register of nominee directors, and register of nominee shareholders.

To read our article on this development, please click here.