Knowledge Highlights 5 October 2022
On 4 October 2022, the Accounting and Corporate Regulatory Authority (“ACRA”) implemented new requirements to strengthen Singapore’s corporate governance regime, and reaffirm Singapore’s commitment to combatting money laundering, terrorism financing and other threats to the integrity of the international financial system, following the passing of the Corporate Registers (Miscellaneous Amendments) Act 2022 (“Amendment Act”) by Parliament on 10 January 2022.
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. The RONS will need to contain prescribed particulars of the nominator(s) of the company’s nominee shareholder(s). 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.
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 over the company or LLP 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. The same information must also be lodged with the ACRA central register (ACRA central RORC) within two business days after any update(s) to their own RORC.
More information on the requirements is available in the updated sets of guidance published by ACRA on the various registers.
Lodging RORC information with ACRA
The Allen & Gledhill Corporate Services (AGCS) team will assist with the required lodgment, as necessary.
The Ministry of Finance (“MOF”) and ACRA published a consultation paper seeking feedback on a draft version of the Corporate Registers (Miscellaneous Amendments) Bill (“Bill”) on 2 July 2021. MOF/ACRA issued a summary of responses to the feedback received from the public consultation on 27 October 2021 before the Bill was introduced and passed in Parliament on 1 November 2021 and 10 January 2022, respectively.
The provisions under the Amendment Act requiring local companies to update their register of nominee directors within seven days after receiving the information and foreign companies to update their register of members within 30 days following any changes, took effect on 30 May 2022.
The following materials are available on the ACRA website www.acra.gov.sg:
- ACRA announcement: Commencement of New Requirements under the Corporate Registers (Miscellaneous Amendments) Act
- Guidance on Register of Nominee Shareholders for Companies
- Guidance on Register of Nominee Shareholders for Foreign Companies
- Guidance on Register of Controllers for Companies
- Guidance on Register of Controllers for Foreign Companies
- Guidance on Register of Controllers for Limited Liability Partnerships
- Guidance on Register of Nominee Directors for Companies
The following materials are available on Singapore Statutes Online sso.agc.gov.sg:
- Corporate Registers (Miscellaneous Amendments) Act 2022 (Commencement) (No. 2) Notification 2022
- Companies (Register of Controllers and Nominee Directors) (Amendment No. 2) Regulations 2022
- Limited Liability Partnerships (Register of Controllers) Regulations 2022