New rule from 09 Jun and 16 Jun 2025 onwards
1. Overview of the new CSP Act 2024 and the Companies & LLPs (Miscellaneous Amendments) Act 2024
From 2025, Singapore has tightened its rules on corporate transparency and the regulation of corporate service providers.
Two key laws now affect almost every company and LLP that uses a corporate secretary or nominee structure in Singapore:
- Corporate Service Providers Act 2024 (“CSP Act”) will be in force from 9 June 2025.
- Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 (“CLLPMA 2024”) will be in force from 16 June 2025.
In simple terms:
- The purpose of the CSP Act is to regulate anyone who provides corporate services as a business and imposes strong anti-money laundering and “fit and proper” obligations.
- The CLLPMA 2024 tightens the rules on who really controls companies and LLPs, and makes nominee arrangements more transparent to ACRA and to the public.
2. What is the Corporate Service Providers Act 2024
2.1 Who is a “corporate service provider” (CSP)
Under section 2 of the CSP Act 2024, a CSP is any person or firm that carries on a business of providing corporate services. These services include, among others:
- Incorporating companies or other legal persons;
- Acting, or arranging for others to act, as directors, company secretaries or partners of a partnership or in a similar capacity in relation to other leal persons;
- Providing registered office or business addresses, correspondence or administrative address or other related services to a legal person;
- Acting or arranging for nominee shareholders
- Carrying out ACRA transactions (filings, applications, declarations) for clients using ACRA’s electronic system
- Carrying out “designated activities” for a customer in relation to the provision of accounting service to the same customer such as preparing a set of completion accounts to be used in a real estate transaction, managing client money, securities and other assets and management of bank, savings or securities accounts, or setting up structures for clients
If you are doing these as a business, you fall within the CSP regime. To minimize the need for multiple registration, Public Accounting Entities (PAEs) registered under the Accountants Act will be treated as deemed registered CSPs.
However, persons acting as directors or nominee shareholders by way of business AND whose appointments were arranged by a registered CSP will be exempted from registering as a CSP.
Other circumstances where you do not need to register as a CSP when:
- You are an employee of a company being appointed to the company’s board of directors as a director or corporate secretary or;
- An intermediary referring clients to a CSP or;
- A business that only rents out its office premises through a landlord and tenant relationship.
2.2 You cannot provide corporate services without registration
Section 7 of the CSP Act makes it an offence to carry on a business of providing corporate services in Singapore unless you are registered as a CSP for that type of service.
Unregistered provision of corporate services can attract:
- A fine of up to SGD 50,000
- Imprisonment of up to 2 years
- Additional daily fines not exceeding $2,500 for every day or part of a day for continuing offences.
2.3 Registered Qualified Individuals (RQIs)
Section 9 of the CSP Act states that to be registered as a CSP, a CSP must have at least one “registered qualified individual” (RQI) who provides, or supervises the provision of, corporate services.
In practice, this means:
- The CSP must employ, appoint or engage at least one RQI who meets prescribed qualification and “fit and proper” criteria under section 11 of the CSP Act.
- Accounting entities are “deemed registered CSPs” for certain accounting-related services but are still subject to the CSP Act’s requirements and ACRA’s supervisory powers.
2.4 AML / CFT and customer due diligence (CDD)
The CSP Act places formal anti-money laundering, counter-terrorism financing and proliferation-financing obligations on CSPs.
Under section 17 of the CSP Act, a registered CSP must:
- Perform customer due diligence (CDD) in each of the following circumstances:
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- Before providing any corporate service;
- When there is suspicion of money laundering, terrorism financing or proliferation financing;
- When earlier information appears doubtful or incomplete.
- If the CDD cannot be completed, the CSP should:
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- Decline to act or provide any corporate service for the customer;
- Terminate any ongoing services where necessary;
- Consider whether to file a suspicious transaction report (STR) under other laws;
- Keep proper records of the decision and related information
- Maintain all CDD and transaction records for the prescribed period and comply with ACRA’s AML/CFT guidelines for CSPs as stated under section 17 of the Act.
A CSP that fails to meet these obligations can face fines of up to SGD 100,000 per offence as stated under section 17 of the CSP Act.
2.5 Nominee directors and “fit and proper” checks by CSP
Under section 16 of the CSP Act, where a CSP is in the business of arranging nominee directors, it must not arrange for any person to act as a nominee director of a company unless the CSP is satisfied that the person is fit and proper.
This includes that the CSP must:
- Take reasonable steps to confirm the person is not disqualified from acting as a director under any written law;
- Assess the person against “fit and proper” criteria such as honesty, integrity, competence and financial soundness (as further elaborated in ACRA’s Guidelines for Registered CSPs).
- Some factors that a CSP must consider in assessing whether a nominee director is a fit and proper person include the following:
- whether the person has been convicted of any offence involving fraud or dishonesty or of any relevant offence
- whether the person is an undischarged bankrupt
- whether the person’s previous conduct and compliance history of the companies of which he was a director has been satisfactory
- whether the person has the competency, capacity and capability to properly fulfill the obligations of a nominee director such as of unsound mind, poor psychological state, inability to understand the knowledge of directors’ duties and responsibilities, those with late annual return filings in their existing companies can be deemed unfit for new appointments.
- whether the person has too many existing responsibilities. As a general guide, individuals holding more than 50 nominee directorships will need to be assessed on their capacity to take on additional directorships.
These requirements to assess if a person is fit and proper does not apply to existing nominee directors before the commencement of the CSP Act.
Breaches can attract fines of up to SGD 100,000 as stated under section 16 of the CSP Act.
2.6 Regulatory action and penalties
ACRA can take a range of actions against CSPs and RQIs, including:
- Cancellation or suspension of registration
- Restrictions on the use of the ACRA electronic filing system
- Financial penalties such as fines not exceeding $25,000 against the CSP or $10,000 against the RQI for each contravention or non-compliance that is the subject of the regulatory action under section 19 and 21 respectively.
- Public censure to be issued against a particular CSPs and RQIs.
- Provision of false information to ACRA for the registration, renewal of registration of CSP and RQI under section 8 and 10 shall be liable to a fine not exceeding S$50,000, jail terms not exceeding 2 years or both as stated under section 25 of the CSP Act.
- Interest for non-payment and recovery of financial penalty under section 28 of the CSP Act
This is in addition to any criminal offences under the CSP Act or other laws.
3. What is the Companies & LLPs (Miscellaneous Amendments) Act 2024 (“CLLPMA 2024”)?
The purpose of the CLLPMA 2024 is to amend the Companies Act 1967 and the Limited Liability Partnerships Act 2005 to strengthen transparency of beneficial owners, nominee arrangements and registrable controllers.
Key reforms of the CLLPMA 2024 include:
3.1 Register of Registrable Controllers (RORC) from day one
For newly incorporated companies and newly registered LLPs:
- Companies (whether local or foreign) must keep a RORC from the date of incorporation under section 386AF(1A) and 386AF(4A) of the Companies Act.
- LLPs must keep a register of registrable controllers from the date of registration.
In substance, this means you must identify and record your beneficial owners and persons with significant control as soon as the entity is set up on the date of incorporation or registration.
3.2 Ongoing duty to keep controller information up to date
New provisions create a positive duty on companies, foreign companies and LLPs to keep their controller information up to date.
For local and foreign companies, new section 386AIA requires them, at prescribed intervals, to send notices to each registrable controller to:
- Confirm whether any relevant change has occurred
- Provide details and effective dates of changes
- Confirm whether existing particulars remain correct or need updating
Failure by the company or foreign company, or its officers, to comply can lead to fines of up to SGD 25,000. Controllers who ignore such notices can also be fined up to SGD 25,000 under section 6(5) of the CLLPMA 2024.
A parallel duty is introduced for LLPs in new section 50A of the LLP Act, with similar notice and confirmation requirements and penalties.
3.3 Registers of nominee directors and nominee shareholders
The CLLPMA 2024 strengthens the framework for nominee arrangements. Among other things:
- Companies and foreign companies must:
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- Keep a register of nominee directors under the new section 386AKA of the Companies Act, 1967
- Keep a register of nominee shareholders under the new section 386ALA of the Companies Act, 1967
- Foreign companies are now expressly required to maintain a register of nominee directors, on top of their register of nominee shareholders.
- These registers must be updated within short timelines (for example, within 7 days of the company being informed of changes by the director) as stated under section 7 of the CLLPMA 2024.
Failure by the company or foreign company, or its officers, to comply can lead to fines of up to SGD 25,000.
3.4 Central registers at ACRA and public availability
With the introduction of new section 386ANA in the Companies Act, the Registrar (ACRA) must now keep central registers of:
- Nominee directors
- Nominee shareholders
Under section 386ANA, companies and foreign companies are required to lodge with ACRA:
- All particulars contained in their own nominee registers
- All subsequent updates, within prescribed timelines
ACRA will maintain these central registers and, under related guidance, the nominee status of directors and shareholders will be made publicly available to enhance corporate transparency.
At the same time, detailed controller information in central registers remains protected from general public inspection and can only be disclosed in prescribed situations to prescribed persons, such as law enforcement and certain regulators.
Failure by the company or foreign company, or its officers, to comply can lead to fines of up to SGD 25,000.
3.5 Higher penalties
Many relevant penalty caps in the Companies Act and the LLP Act have increased from SGD 5,000 to SGD 25,000 for failures relating to controller and nominee registers, and for providing false or misleading information.
4. How these changes affect you
4.1 If you are a Singapore company
You should expect:
- More frequent requests for information by your company secretary or CSP
Your company secretary or CSP will need to send notices to your controllers to confirm that their details are current and to capture any changes quickly. - Stricter handling of nominees
If you use nominee directors or shareholders, their status and their nominators will be recorded and lodged with ACRA. Certain aspects of these nominee relationships will be visible to the public. - Less tolerance for outdated records
A “we will update when we remember” approach to controller and nominee records will now lead to significant fines for both the company and its officers.
4.2 If you are an LLP
LLPs are now aligned more closely with companies:
- You must keep a controller register from the date of registration.
- You have the same type of ongoing duty to keep controller information up to date.
- Penalties for failures have increased.
4.3 If you are a foreign company registered in Singapore
You now have:
- The same obligations to keep RORC and nominee registers as Singapore companies
- A duty to lodge information from those registers with ACRA
- Exposure to the same penalty levels for non-compliance
4.4 If you use a CSP
You should expect your CSP to:
- Ask more detailed questions at onboarding of new clients
- Perform and document customer due diligence
- Decline or terminate engagements where they cannot complete CDD or where risk is unacceptable
- Be more cautious when agreeing to provide or arrange nominee directors or shareholders
This is required by law, not personal preference.
5. Benefits and risks for businesses
5.1 Potential benefits
- Stronger reputation
Clean and transparent ownership and nominee structures can enhance your credibility with banks, investors and counterparties, especially in cross-border transactions. - Lower long-term risk
Proper controller registers and CDD reduce the risk of being linked to money laundering or sanctions breaches through opaque shareholding chains. - Faster regulatory response
Up-to-date records make it easier to respond to regulatory queries and due diligence from investors or buyers.
5.2 Key risks if you ignore the changes
- Financial penalties
Fines of up to SGD 25,000 per breach for register-related failures, and up to SGD 100,000 for certain CSP-related offences. - Service disruption
CSPs may refuse to act or may terminate services if you do not cooperate with CDD or controller-information requests, which can affect your ability to file on time. - Regulatory scrutiny
Poor records and non-transparent nominee arrangements can trigger inspections, delays in filings, or more intrusive reviews by banks and regulators.
5.3 What you should do now
For business owners, directors and partners:
- Map your current structures
- List your controllers, nominees and intermediate holding entities.
- Clean up your registers
- Ensure your RORC, nominee director and nominee shareholder registers are in place, complete and up to date.
- Prepare for periodic confirmations
- Put in place internal processes to respond quickly when your company secretary or CSP issues controller-confirmation notices.
- Review nominee arrangements
- Revisit any “legacy” nominee structures that may no longer be acceptable under current transparency expectations.
- Work with a compliant CSP
- Check that your CSP is registered, has qualified individuals and can demonstrate proper AML / CFT policies and procedures under the CSP Act and ACRA’s guidelines.
As a registered CSP, our role includes:
- Advising on how the CSP Act and CLLPMA 2024 apply to your specific structure
- Maintaining your statutory registers, including RORC and nominee registers, in line with the new requirements
- Implementing CDD and AML / CFT checks at onboarding and on an ongoing basis
- Helping you regularise historic gaps in controller or nominee records before they become regulatory issues
- Coordinating filings and lodgments with ACRA, including information for the new central registers
Our objective is to keep your structure compliant while giving you clear, practical explanations rather than legal jargon.