Singapore – Enhanced Requirements for Controller and Nominee Registers

Singapore has implemented significant corporate governance reforms through the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024.

Effective the 16^th of June 2025, these changes introduce new transparency requirements for companies and LLPs, reinforcing Singapore’s commitment to combating money laundering, terrorist financing, and other threats to the integrity of the international financial system.

Key Changes

The new regulations focus on improving transparency and accountability in corporate structures through several key requirements:

• Mandatory maintenance of a Register of Controllers for all companies and LLPs from incorporation
• Mandatory annual verification of controllers’ information
• Foreign companies operating in Singapore must maintain a Register of Nominee Directors
• Singapore’s Accounting and Corporate Regulatory Authority (ACRA) will maintain a central Register of Nominee Directors and Nominee Shareholders

Applicability and Timeline

These requirements apply to all new and existing companies (including foreign companies) and LLPs, taking effect from the 16^th of June 2025.

While new entities must comply immediately, existing entities have until the 31^st of December 2025, to submit required information to ACRA.

Required Actions

Register of Controllers:

• Newly incorporated companies and LLPs must maintain a register of controllers from the date of incorporation
• Annual verification of controller information is mandatory, with controllers required to provide signed and dated confirmation
• The timeline for updating controller particulars has been extended from 2 business days to 7 calendar days

Register of Nominee Directors:

• Foreign companies (previously exempt) must now maintain a Register of Nominee Directors at their registered office or registered Corporate Service Provider’s office

ACRA Central Register Filing Requirements:

• Existing companies have until the 31^st of December 2025, to submit nominee director and nominee shareholder information to ACRA
• New companies incorporated from the 16^th of June 2025, must submit controller and nominee information with ACRA on the date of incorporation or registration

Compliance Steps

Existing entities must:

1. Obtain annual verification from controllers during Register of Controllers review
2. Set up Register of Nominee Directors and Register of Nominee Shareholders for ACRA filing

Newly incorporated entities must:

1. Set up and file the Register of Controllers upon incorporation
2. Update and file Register of Nominee Directors and Register of Nominee Shareholders with ACRA after updating manual registers

Risks of Non-Compliance

Maximum fines have increased significantly from S$5,000 to S$25,000 for offences relating to:

• Register of controllers, nominee directors, and nominee shareholders for companies (including foreign companies)
• Register of controllers for limited liability partnerships

How Mercator® by Citco (Mercator) Can Help

Mercator offers comprehensive support for businesses navigating these new requirements:

• Set-up, review, and filing of Registers of Controllers
• Assistance with Register of Nominee Directors and Nominee Shareholders
• Ongoing compliance support and annual verification processes

Contact mercator@citco.com for assistance with Singapore’s new corporate governance requirements.