Singapore to set up registers of company controllers and ‘nominee shareholders’

14 February 2020, the Accounting and Corporate Regulatory Authority (ACRA) of Singapore announced that proposals for the introduction of a central register of controllers, together with an amendment to legislation to require disclosure of the particulars of ‘nominee shareholders’, before the end of May 2020.

Reporting entities, including companies, foreign companies and limited liability partnerships (LLPs) registered in Singapore, will be required to maintain and update their registers of controllers, currently kept at their registered offices or by their registered filing agent on their behalf, and provide this information to ACRA.

Singapore companies and LLPs have been required to maintain registers of controlling parties since 2017. Under s.386AN of Singapore’s Companies Act, ACRA has powers to maintain a central register of controllers of companies and foreign companies when it has published a notification in the government’s official gazette.

ACRA said the registers were necessary because of the increasing complexity of money laundering schemes involving corporate entities; the need to keep pace with international efforts to enhance transparency of ownership and control of corporate entities; and to ensure that beneficial ownership information is readily accessible for law enforcement agencies. Neither register will be accessible to the public.

ACRA said it will begin notifying reporting entities and their registered filing agents that they must submit the required information by mid-April 2020. It expects that an s.386AN(1) notification will be gazetted to bring the new regulation into effect in May, after which it will take enforcement action against entities that do not comply. The system should be operating by mid-May 2020.

ACRA will also adopt a new definition of ‘nominee shareholder’ – a member of a company who legally holds shares in the company on behalf of another person. The particulars of the real shareholder will have to be disclosed to ACRA.

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