Public Consultation on Proposed Enhancements To Singapore’s Regime on Transparency And Beneficial Ownership Of Companies and Limited Liability Partnerships

Introduction

The Ministry of Finance (MOF) and the Accounting and Corporate Regulatory Authority (ACRA) invite the public to provide feedback on proposed changes to the Companies Act (CA) and the Limited Liability Partnerships Act (LLP Act) relating to transparency and beneficial ownership of companies and limited liability partnerships (LLPs). The proposed changes are set out in the draft Corporate Registers (Miscellaneous Amendments) Bill (CRMA Bill).

Background 

2. In 2017, the CA and LLP Act were amended to improve the transparency of ownership and control of companies and LLPs, boosting Singapore’s ongoing efforts to maintain high corporate governance standards and a strong reputation as a trusted financial hub. Amongst other requirements, the legislative changes required (a) local companies, foreign companies and LLPs to keep registers of controllers; (b) local companies to keep registers of nominee directors; and (c) foreign companies to keep registers of members.

3. Since then, MOF and ACRA have continued to review the framework, and are proposing further enhancements to Singapore’s regime on transparency and beneficial ownership of legal persons. The changes serve to reduce opportunities for the misuse of corporate entities for illicit purposes and are in line with the international standards set by the Financial Action Task Force for combating money laundering, terrorism financing and other threats to the integrity of the international financial system.

Proposed amendments

4. The draft CRMA Bill introduces the following changes:

a. require local companies, foreign companies and LLPs to enter the particulars of the individual(s) with executive control in their registers of controllers if no individual or legal entity having significant interest in or significant control over the company or LLP has been identified;

b. require local and foreign companies to keep non-public registers of nominee shareholders;

c. clarify that local companies should update their register of nominee directors within 7 calendar days after receiving information and particulars from the directors; and

d. specify a 14-day timeframe for foreign companies to update their register of members.

5. For more details, please refer to Annexes A and B.

Period of consultation

6. The draft CRMA Bill is available for public consultation from 2 to 30 July 2021.

Public consultation details

7. The public can access the consultation documents on MOF’s website (www.mof.gov.sg) and ACRA’s website (www.acra.gov.sg) and the REACH consultation portal (www.reach.gov.sg).  

8. Members of the public can submit their comments via email to “MOF_Public_Consultation@mof.gov.sg”, by indicating “Public Consultation on Corporate Registers (Miscellaneous Amendments) Bill” in the subject line.

Summary of Response

9. MOF and ACRA will publish a summary of the comments received. The summary will not disclose the identity of the respondents and will not separately address or acknowledge every comment received. 

Attachments

• Annex A: Draft Corporate Registers (Miscellaneous Amendments) Bill•

Annex B: Key clauses in the draft Corporate Registers (Miscellaneous Amendments) Bill