In recent years, Singapore has taken significant steps to enhance corporate governance and ensure transparency, especially in relation to the ownership structure and the identity of individuals or entities holding directorial or shareholder roles. The introduction of the Central Registers of Nominee Directors and Nominee Shareholders is part of this broader initiative. This development, which came into effect through the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 (CLLPMA), introduces important compliance measures for businesses, especially those involving nominee directors and shareholders.

What Are the Central Registers of Nominee Directors and Nominee Shareholders?

The Central Registers of Nominee Directors and Nominee Shareholders refer to a centralized system maintained by the Accounting and Corporate Regulatory Authority (ACRA), where companies and foreign companies in Singapore are required to file details about their nominee directors and shareholders. This initiative aims to provide a more transparent framework for companies operating in Singapore, ensuring that the identity of individuals or corporate entities acting as nominees for others is clearly recorded and accessible to law enforcement agencies when necessary.

Historical Context of the Registers

Since 2017, Singapore has required companies to maintain a Register of Nominee Directors, which contains the details of the nominators of nominee directors. This requirement was extended to foreign companies through the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 (CLLPMA). In addition, from 2022, both local and foreign companies are mandated to keep a Register of Nominee Shareholders, which includes information about the nominators of nominee shareholders.

The key development occurred with the passage of the CLLPMA, which mandates that from 16 June 2025, companies and foreign companies are not only required to keep these registers privately at their registered office or with their appointed Corporate Service Providers (CSPs) but must also submit the information to ACRA’s Central Registers of Nominee Directors and Nominee Shareholders. This must be done by 31 December 2025, and any subsequent updates to the private registers must be filed with ACRA within two business days.

Public Access and Privacy Concerns

Once submitted to ACRA, the nominee status of directors and shareholders will be publicly available and will be visible in the business profile of the respective companies. However, while this provides greater transparency, it also maintains certain privacy safeguards: the complete details about the nominators will not be made publicly available. Access to this information will be restricted, and only law enforcement agencies can fully access the nominators’ personal data.

Key Information Required for Filing

The new regulations require companies and foreign companies to submit detailed information regarding the nominators of their nominee directors and shareholders. The required information varies depending on whether the nominator is an individual or a corporate entity.

For Nominee Directors and Shareholders (Individuals):

• Full name, including aliases (if any)
• Residential address
• Email address
• Contact number
• Nationality
• Identity card number or passport number
• Date of birth
• Date on which the individual became a nominee
• Date on which the individual ceased to be a nominee (if applicable)

For Nominee Directors and Shareholders (Corporate Entities):

• Corporate name
• Unique Entity Number (UEN), if any
• Registered office address
• Email address
• Contact number
• Legal form of the entity
• Jurisdiction and statute under which the entity is incorporated
• Corporate entity registration number and identification number
• Date on which the entity became a nominee
• Date on which the entity ceased to be a nominee (if applicable)

How to Lodge Information with ACRA

Lodging information about nominee directors and shareholders with ACRA can be done in two ways:

1. Self-Submission: Position holders (such as directors or company secretaries) can submit the required information directly via ACRA’s eService on Bizfile. This allows companies to update their private registers and submit them to the central registry.
2. Through a Corporate Service Provider (CSP): Alternatively, companies may instruct their Corporate Service Providers to perform the lodgment on their behalf, simplifying the process for businesses that rely on external professionals for compliance matters.

Penalties for Non-Compliance

Failure to comply with the new filing requirements by not submitting information to ACRA or failing to update the registers within the prescribed timeline could result in serious penalties. A company that does not lodge the required information can face prosecution and a fine of up to S$25,000 upon conviction. It is therefore essential for companies, especially those with nominee directors or shareholders, to adhere to these regulations to avoid legal consequences.

Exemptions from Maintaining the Registers

Not all companies are required to maintain Registers of Nominee Directors and Nominee Shareholders. Several types of companies are exempted from this requirement. These include:

For Singapore-based Companies:

• Public Companies with shares listed on an approved exchange in Singapore.
• Singapore Financial Institutions, which include banks, insurance companies, and other regulated financial entities.
• Companies Wholly Owned by the Government or statutory bodies established by the government for public purposes.
• Wholly-Owned Subsidiaries of the above-mentioned companies.
• Foreign Companies listed on a foreign stock exchange that is subject to regulatory disclosure requirements and transparency in beneficial ownership.

For Foreign Companies:

• Singapore Financial Institutions registered as foreign companies.
• Foreign Subsidiaries of Singapore Financial Institutions.
• Foreign Companies listed on a stock exchange outside of Singapore that adheres to stringent disclosure and transparency rules in its jurisdiction.

These exemptions ensure that companies that are already subject to rigorous regulatory frameworks, such as publicly listed entities or financial institutions, do not have to maintain additional registers under the new system.

The Need for Transparency and Governance

The establishment of the Central Registers of Nominee Directors and Nominee Shareholders is a step toward greater transparency and accountability in the corporate sector. This move is part of Singapore’s broader efforts to prevent money laundering, the financing of terrorism, and other illicit financial activities. It helps regulatory authorities track the true ownership of companies and prevents the abuse of corporate structures for opaque business practices.

Moreover, the new rules improve corporate governance by ensuring that companies maintain accurate records of who is behind their directorial and shareholder positions. This move aims to increase trust and confidence in Singapore as a global business hub, as transparency in corporate structures is increasingly becoming a key factor for investors and partners when making decisions.

Impact on Business Owners and Corporate Service Providers

For businesses, particularly those with complex ownership structures, this means added responsibilities for record-keeping and filing. Companies must ensure that their internal records are up-to-date and that they comply with the new submission requirements. This could involve additional administrative work for smaller businesses, but it also fosters a more secure and trustworthy business environment.

For Corporate Service Providers (CSPs), this is an opportunity to offer valuable compliance services to businesses. CSPs can assist their clients in navigating the new regulations, ensuring that the necessary filings are made correctly and on time. As businesses may lack the in-house expertise to manage these tasks, the role of CSPs has become even more critical.

Conclusion

The introduction of the Central Registers of Nominee Directors and Nominee Shareholders marks an important milestone in Singapore’s commitment to enhancing corporate transparency and governance. These new regulations ensure that companies are more accountable for their ownership structures and that information on nominee directors and shareholders is readily accessible to regulatory authorities, though with due protection for privacy.

For companies, especially those relying on nominee directors and shareholders, understanding these requirements and ensuring compliance will be crucial to avoiding penalties. Corporate service providers, as key partners in the regulatory landscape, must ensure that businesses meet the new filing obligations promptly.

Ultimately, these changes are designed to strengthen Singapore’s standing as a global financial center by ensuring that its corporate structures are transparent, secure, and well-regulated.