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Key changes

Reasons for the amendments

Companies, foreign companies, and LLPs must keep a register of controllers starting on the date of incorporation or registration

To require companies, foreign companies, and LLPs to keep a register of controllers starting on the date of incorporation or registration.

[Sections 4 and 16, CLLPMA Act, which amend section 386AF, Companies Act 1967 (“CA”), and section 47, Limited Liability Partnerships Act 2005 (“LLP Act”)]

The amendment will enhance corporate transparency by requiring companies, foreign companies, and LLPs to maintain information regarding their beneficial owners (“BO”) from the day of their incorporation or registration.

Companies, foreign companies, and LLPs must check annually with every registrable controller on their particulars, by giving them notice

To require companies, foreign companies, and LLPs to check annually with every registrable controller whose particulars are stated in their register of controllers if there has been a change in their particulars or if their particulars are correct, by giving notice to every such controller.

[Section 6 and 18, CLLPMA Act, which insert new section 386AIA, CA, and new section 50A, LLP Act; regulation 15(d), Companies (Register of Controllers and Nominee Directors) (Amendment No. 2) Regulations 2025, which amends Second Schedule, Companies (Register of Controllers and Nominee Directors) Regulations 2017; regulation 9(d), Limited Liability Partnerships (Register of Controllers) (Amendment No. 2) Regulations 2025, which amends Second Schedule, Limited Liability Partnerships (Register of Controllers) Regulations 2022]

The amendment will ensure the accuracy of information maintained in the entity’s register of controllers.

Require foreign companies to maintain a register of nominee directors

To require foreign companies to maintain a register of nominee directors.

[Section 7, CLLPMA Act, which replaces section 386AKA, CA]

The amendment will ensure that Singapore’s BO regime is aligned with the Financial Action Task Force (“FATF”) standards, which do not distinguish between local and foreign companies in the requirement to maintain registers of nominee directors.

Foreign companies must declare as part of their annual filing if they are exempted from maintaining registers of controllers, nominee directors, and nominee shareholders

To require foreign companies who are exempt from maintaining a register of controllers, nominee directors, and nominee shareholders to declare the following to the Registrar as part of their annual filing:

• whether they are exempted from maintaining the registers;
• if they are exempted, the category of exemption they fall under; and
• if they are not exempted, the location where their registers are maintained.

[Section 2, CLLPMA Act, which inserts new section 374, CA; regulation 3, Companies (Filing of Documents) (Amendment No. 2) Regulations 2025, which inserts new regulations 37 and 38, Companies (Filing of Documents) Regulations]

This will align the treatment between local and foreign companies and facilitate ACRA’s monitoring of local and foreign companies’ compliance with requirements pertaining to the registers.

Require nominee directors’ and nominee shareholders’ nominee status and the identities of their nominators to be disclosed to ACRA

To require companies and foreign companies to file all information kept in their registers of nominee directors and nominee shareholders with ACRA, and for ACRA to maintain such information.

Once the information is filed with ACRA’s central registers of nominee directors and nominee shareholders, the nominee status of the director and shareholder will be publicly available, and would appear in the relevant company’s business profile.

However, detailed information on the particulars of nominators in ACRA’s central registers will only be accessible to public agencies for the administration or enforcement of any written law.

[Sections 8, 10, 12, and 13, CLLPMA Act, which amend sections 386AL, 386ALB, and 386AN, CA, and insert new section 386ANA, CA]

The amendments will further mitigate money-laundering risks by enhancing the transparency of nominee arrangements, as it can trigger additional scrutiny and customer due diligence by anti-money laundering-obligated entities if a company or foreign company has nominee directors or shareholders.

It will also ensure Singapore’s continued compliance with the FATF’s revised standards on beneficial ownership, in which nominee directors and nominee shareholders are required to disclose the identity of their nominators to the Registrar, and to publicly disclose their nominee status.

Increase fines pertaining to the registers of controllers, nominee directors, and nominee shareholders

To increase the maximum fines from S$5,000 to S$25,000, for offences pertaining to:

• the registers of controllers, nominee directors, and nominee shareholders for companies (including foreign companies); and
• the register of controllers for LLPs.

[Sections 14 and 21, CLLPMA Act, which amend sections 386AF(12) and (13), 386AFA(7), 386AG(5) and (7), 386AH(5) and (6), 386AI(5) and (6), 386AJ(4), 386AK(4), 386ALA(6), 386AM(4), and 386AN(4), CA, and sections 47(9), 47A(7), 48(5) and (7), 49(5) and (6), 50(5) and (6), 51(4), 52(4), 53(4), and 54(4), LLP Act]

The amendments will ensure the accuracy of information maintained in entities’ registers of controllers, nominee directors, and nominee shareholders and that the accompanying fines are appropriately dissuasive and in line with the FATF’s recommendations.