In June 2025, Singapore introduced significant amendments to its corporate regulatory framework aimed at enhancing transparency, strengthening governance, and aligning local standards with international best practices. This article provides a first overview of the key changes introduced by the Companies (Amendment) Regulations 2025 and what businesses need to know to remain compliant.
The seven critical amendments are:
Effective Dates and Legislative Context
The new regulations were implemented in two stages:
Together, these changes significantly upgrade corporate governance standards, reinforce anti-money laundering (AML) measures, and improve transparency in corporate ownership structures.
Enhanced Beneficial‑Ownership Transparency
As of 16 June 2025, every company, foreign company, and LLP must maintain a register of registrable controllers immediately upon incorporation or registration—the previous 30‑day grace period has been removed . These entities are also required to annually contact each controller within the register to confirm that their personal information remains accurate .
Furthermore, foreign companies must now maintain a nominee-director register, including:
Substantially Increased Penalties
The amendments raise maximum fines for failing to maintain or accurately update:
New Regulatory Regime for Corporate Service Providers (CSPs)
Effective 9 June 2025, the Corporate Service Providers Act 2024 and accompanying regulations establish a new licensing and compliance regime for CSPs—entities providing services like company incorporation, acting as nominee directors or shareholders, offering registered office addresses, or submitting filings via ACRA .
Key obligations include:
1. Mandatory registration
2. AML/CFT/PF obligations
3. Nominee director restrictions
4. Public disclosure of nominee details
The seven critical amendments are:
- Immediate mandatory maintenance of the register of controllers upon incorporation.
- Mandatory annual confirmation of controller details.
- Establishment and maintenance of nominee directors and nominee shareholders registers.
- Explicit annual declaration requirements regarding exemptions or storage locations for registers.
- Increased penalties, with fines up to S$25,000 per violation for register maintenance failures.
- Mandatory registration and compliance standards for Corporate Service Providers (CSPs).
- Stringent AML/CFT/PF compliance obligations for CSPs, with significant penalties for breaches.
Effective Dates and Legislative Context
The new regulations were implemented in two stages:
- The Corporate Service Providers Act 2024 and its related regulations took effect from 9 June 2025.
- The Companies and LLP (Miscellaneous Amendments) Act 2024, including the Companies (Amendment) Regulations 2025, became effective on 16 June 2025.
Together, these changes significantly upgrade corporate governance standards, reinforce anti-money laundering (AML) measures, and improve transparency in corporate ownership structures.
Enhanced Beneficial‑Ownership Transparency
As of 16 June 2025, every company, foreign company, and LLP must maintain a register of registrable controllers immediately upon incorporation or registration—the previous 30‑day grace period has been removed . These entities are also required to annually contact each controller within the register to confirm that their personal information remains accurate .
Furthermore, foreign companies must now maintain a nominee-director register, including:
- Disclosure of nominee status and the identity of the nominator.
- Confirmation in annual filings whether exemptions from maintaining controllers, nominee‑director, or nominee‑shareholder registers apply; if not exempt, the location of those registers must be declared .
Substantially Increased Penalties
The amendments raise maximum fines for failing to maintain or accurately update:
- Controllers, nominee‑director, and nominee‑shareholder registers, from S$5,000 to S$25,000 .
- Providing false or misleading information to ACRA can also incur fines up to S$25,000 .
New Regulatory Regime for Corporate Service Providers (CSPs)
Effective 9 June 2025, the Corporate Service Providers Act 2024 and accompanying regulations establish a new licensing and compliance regime for CSPs—entities providing services like company incorporation, acting as nominee directors or shareholders, offering registered office addresses, or submitting filings via ACRA .
Key obligations include:
1. Mandatory registration
- Any entity conducting corporate services in or from Singapore must be registered with ACRA, regardless of prior status as a filing agent .
- Non‑compliance may lead to fines up to S$50,000, up to 2 years’ imprisonment, or both. Ongoing offences may incur daily fines of S$2,500 .
2. AML/CFT/PF obligations
- Registered CSPs must comply with obligations to combat money laundering, terrorism financing, and proliferation financing (WMD-related) .
- They must conduct customer due diligence, maintain internal policies, perform independent audits, and retain records for at least five years .
- Breaches—by the CSP or senior management—can lead to fines of up to S$100,000 per instance .
3. Nominee director restrictions
- Only ACRA‑registered CSPs may arrange nominee director appointments, after performing robust “fit and proper” assessments considering criminal history, bankruptcy, past conduct, and capacity.
- Individuals acting as nominee directors without CSP facilitation face fines up to S$10,000 .
4. Public disclosure of nominee details
- CSPs must disclose nominee director/shareholder status and nominator identities to ACRA.
- Nominee status becomes publicly visible on ACRA business profiles; nominator details are for government eyes only .
Practical Examples for Businesses
Registrable Controller: A registrable controller is any individual or legal entity that has significant interest in, or significant control over, a company. Significant interest typically means directly or indirectly holding more than 25% of the shares or voting rights in the company. Significant control includes having the right to appoint or remove directors, or otherwise exercise significant influence or control over the company.
Compliance Checklist
To align with the new regulatory environment, businesses should:
Why These Changes Matter
The adoption of these regulatory amendments reflects Singapore’s strong commitment to meeting international standards set by bodies like the Financial Action Task Force (FATF). These enhancements significantly bolster Singapore’s standing as a leading global financial hub by ensuring greater transparency and reducing opportunities for corporate and financial crime, such as money laundering and terrorism financing.
For businesses operating in or from Singapore, these changes are critical because they demand rigorous adherence to robust internal controls, meticulous compliance practices, and heightened vigilance in managing corporate service provider relationships. Failure to comply can lead to substantial legal penalties and reputational harm, whereas proactive compliance can enhance corporate credibility, investor confidence, and market reputation.
NB! The information provided in this article is for general informational purposes only and does not constitute legal advice. While we strive to ensure the content is accurate and up-to-date, it should not be relied upon as a substitute for professional consultation. For personalized advice or assistance with legal matters, please contact our specialists directly.
- Example 1 (Local Pte Ltd) Company A, incorporated on 16 June 2025, must immediately create a controllers register and, by the same date each subsequent year, confirm controller details. Failure to do so could result in fines up to S$25,000.
Registrable Controller: A registrable controller is any individual or legal entity that has significant interest in, or significant control over, a company. Significant interest typically means directly or indirectly holding more than 25% of the shares or voting rights in the company. Significant control includes having the right to appoint or remove directors, or otherwise exercise significant influence or control over the company.
- Example 2 (Foreign Branch with Nominee Director) Foreign Company B must now maintain a nominee‑director register listing the nominator’s identity. Its annual filing must state whether it qualifies for any registration exemption; if not, it must declare the register’s location.
- Example 3 (CSP Obligations) CSP Firm C must register with ACRA before 9 June 2025. It must implement AML/CFT/PF policies and fit‑and‑proper checks for nominees. Non‑compliance could trigger penalties up to S$100,000 or director-level personal fines and even imprisonment.
Compliance Checklist
To align with the new regulatory environment, businesses should:
- Set up or update internal procedures for controllers and nominee registers from day one.
- Schedule annual confirmation of controller and nominee data.
- Verify that any CSPs engaged are ACRA-registered, and that nominee arrangements go through them.
- Ensure CSP partners have robust AML/CFT/PF framework and fit‑and‑proper validations.
- Audit internal systems to guarantee all required disclosures—public and private—are being made.
Why These Changes Matter
The adoption of these regulatory amendments reflects Singapore’s strong commitment to meeting international standards set by bodies like the Financial Action Task Force (FATF). These enhancements significantly bolster Singapore’s standing as a leading global financial hub by ensuring greater transparency and reducing opportunities for corporate and financial crime, such as money laundering and terrorism financing.
For businesses operating in or from Singapore, these changes are critical because they demand rigorous adherence to robust internal controls, meticulous compliance practices, and heightened vigilance in managing corporate service provider relationships. Failure to comply can lead to substantial legal penalties and reputational harm, whereas proactive compliance can enhance corporate credibility, investor confidence, and market reputation.
NB! The information provided in this article is for general informational purposes only and does not constitute legal advice. While we strive to ensure the content is accurate and up-to-date, it should not be relied upon as a substitute for professional consultation. For personalized advice or assistance with legal matters, please contact our specialists directly.
How We Can Help
Our team of experienced professionals is here to guide you every step of the way:
Business Structure Advisory: We analyze your business objectives and recommend the optimal corporate structure tailored to your long-term plans.
Name Compliance Checks: We conduct thorough preliminary checks on your chosen business names to ensure full compliance with ACRA’s regulations and trademark laws.
Professional Registered Address: We provide credible, professional-grade registered office addresses, enhancing your company's legitimacy and facilitating smoother bank account openings.
Local Director Services: Access our reliable nominee director service to satisfy local directorship requirements without compromising your company's compliance or reputation.
Industry-specific Licensing: Our experts will identify all industry-specific licensing requirements applicable to your business, ensuring complete compliance from day one.
Tax and Compliance Support: Our team ensures your business meets all tax obligations, manages accurate record-keeping, and handles ongoing regulatory compliance effectively.
Reliable Corporate Services: Benefit from our comprehensive corporate secretarial services, designed to handle statutory filings, documentation, and compliance efficiently.
Our team of experienced professionals is here to guide you every step of the way:
Business Structure Advisory: We analyze your business objectives and recommend the optimal corporate structure tailored to your long-term plans.
Name Compliance Checks: We conduct thorough preliminary checks on your chosen business names to ensure full compliance with ACRA’s regulations and trademark laws.
Professional Registered Address: We provide credible, professional-grade registered office addresses, enhancing your company's legitimacy and facilitating smoother bank account openings.
Local Director Services: Access our reliable nominee director service to satisfy local directorship requirements without compromising your company's compliance or reputation.
Industry-specific Licensing: Our experts will identify all industry-specific licensing requirements applicable to your business, ensuring complete compliance from day one.
Tax and Compliance Support: Our team ensures your business meets all tax obligations, manages accurate record-keeping, and handles ongoing regulatory compliance effectively.
Reliable Corporate Services: Benefit from our comprehensive corporate secretarial services, designed to handle statutory filings, documentation, and compliance efficiently.