Singapore tightens beneficial ownership rules for companies and LLPs from June 2025
Singapore tightened rules on the transparency of company ownership from June 16, 2025, to strengthen its anti-money laundering (AML) framework and align with global standards set by the Financial Action Task Force (FATF).
Under the new amendments introduced through the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024, local and foreign companies, as well as Limited Liability Partnerships (LLPs), will face stricter requirements to maintain and submit up-to-date information about their beneficial owners, nominee directors and nominee shareholders.
Key changes that companies should note:
- Expanded definition of nominee shareholders: A nominee will now be defined as someone who either votes or receives dividends on behalf of another person. Previously, both conditions had to be met. This means more individuals may now fall under disclosure rules.
- Mandatory filing with ACRA: Companies must submit details of their nominee directors and nominee shareholders to the Accounting and Corporate Regulatory Authority (ACRA). While only the nominee status will be publicly visible, full details will be accessible to public agencies for enforcement purposes.
Example: A startup that names a local representative as director will need to disclose whether that person is acting on behalf of another party and file the relevant data with ACRA.
- Tighter timelines for compliance:
- Existing companies have until Dec. 31, 2025 to submit nominee information.
- New companies and LLPs incorporated from June 16, 2025, must file this data at the time of registration.
- Annual checks on beneficial owners (registrable controllers): Companies and LLPs are now required to contact their controllers every year to confirm or update their information. Controllers must respond in writing, and any updates must be recorded within seven days. Failure to comply may result in a fine of up to S$25,000.
- Faster register upkeep: The register of registrable controllers must now be maintained from day one of incorporation where previously, companies had 30 days.
- Heavier penalties for non-compliance: Fines for nominee or controller registers breaches have increased from S$5,000 to S$25,000. Providing false or misleading information to ACRA will also carry similar penalties.
- Foreign companies not exempted: Foreign entities with a Singapore branch will be required to maintain a register of nominee directors locally for the first time. Even exempted foreign companies must now declare their exemption status and the location of their registers in annual filings.
Foreign-owned businesses operating in or registering in Singapore should review their nominee arrangements and internal compliance practices. It’s essential to identify any nominee relationships, update internal registers promptly and prepare to submit the required information with ACRA ahead of the new deadlines.
