Singapore implements new requirements under the Corporate Registers (Miscellaneous Amendments) Act

Singapore introduces new requirements under the Corporate Registers (Miscellaneous Amendments) Act to strengthen its corporate governance regime and brings it into closer alignment with international standards.

On 4 October 2022, the Accounting and Corporate Regulatory Authority (ACRA) implemented new requirements to strengthen Singapore’s corporate governance regime, upholding Singapore’s commitment to combatting money laundering, terrorism financing and other threats to the integrity of the international financial system.

The new updates are made following the passing of the Corporate Registers (Miscellaneous Amendments) Act 2022 on 10 January 2022. This move is in line with international standards set by the Financial Action Task Force, of which Singapore is a member.

The following requirements will take effect from 4 October:

Maintaining Registers of Nominee Shareholders

Companies (including foreign companies) are required to maintain a Register of Nominee Shareholders (RONS) at their registered office or at the registered office of their appointed Registered Filing Agent. Companies must set up their RONS by 5 December 2022.

To assist companies in the setting up and maintenance of the RONS, ACRA has developed and published a new guidance document for the RONS today.

Identification of Registrable Controllers  

Companies and Limited Liability Partnerships (LLPs) which are unable to identify a registrable controller who has a significant interest in or significant control, are required to identify individuals with executive control as their registrable controller(s).

  • For companies, directors with executive control and the Chief Executive Officer must be identified as its registrable controller(s).
  • For LLPs, partner(s) with executive control must be identified as its registrable controller(s).

Companies and LLPs which were previously unable to identify a registrable controller are now required to record the prescribed particulars of individuals with executive control in their existing Register of Registrable Controllers (RORC) by 5 December 2022. They must lodge the same information with the ACRA central register (ACRA central RORC) within 2 business days after any updates to their own RORC.

Changes brought by RONS

In the previous regime, a member can hold shares on behalf of another person (i.e., the Nominator) and the Nominator is not required to be identified. This has been an area of concern as the Nominator is the actual shareholder with ultimate control. With the introduction of RONS, this area of concern is addressed.

How Mazars can help

In Singapore, your organisation is required to take reasonable steps to identify your registrable controllers and keep the particulars in your register up to date.

Having difficulty keeping track of the ever-changing regulatory environment? Speak to our expert Justin Lim today.