Singapore companies and foreign companies registered in Singapore are now required to maintain a privately held register of nominee shareholders and their nominators.
Singaporean companies, foreign companies and limited liability partnerships not identifiable or that do not have a registrable controller are now required to name individuals with executive control as their registrable controllers. A controller is defined as a natural person or legal entity with 25% or more of the shareholding or voting rights. To date, Singapore entities that could not identify any registrable controller were not required to enter any particulars into its register of registrable controllers.
The measures are set out in the Corporate Registers (Miscellaneous Amendments) Act 2022 and follow a public consultation conducted in July 2021. They aim to align Singapore with Financial Action Task Force (FATF) standards. The compliance deadline for both is 5 December 2022. Fines for non-compliance are up to SGD5,000.
The rule requiring companies to keep certain particulars of any nominee shareholders is subject to exceptions. These mainly relate to listing on a regulated stock exchange, although there is also an exemption for wholly owned subsidiaries of a foreign company that is a Singapore financial institution.
A nominee is anyone who votes or collects dividends on behalf of the nominator. Nominees are required to notify the company of their status and the identity of the nominator either within 30 days of being appointed or the company’s incorporation, if incorporated after 4 October 2022.
The register of nominees will be strictly private and must not be disclosed to any member of the public, including the company's auditors. Thus, it will be required to be kept at the company's registered office or at the registered office of its appointed filing agent.
Other amendments are also included in the Act which set out the timelines for Singaporean legal entities to update their registers of nominee directors and foreign entities to update their registers of members. These changes came into force on 30 May 2022.
If you require assistance in relation to the above and/or would like to discuss anything further, please do not hesitate to contact firstname.lastname@example.org or your usual A.C.T. contact.