New requirements under the Corporate Registers
On 4 October 2022, Singapore Accounting and Corporate Regulatory Authority (ACRA) implemented new requirements for strengthening its corporate governance regime supporting Singapore’s commitment to combating money laundering, terrorism financing, and other threats to financial system integrity.
These updates were made following the passage of the Corporate Registers (Miscellaneous Amendments) Act 2022 on 10 January 2022. The move is in keeping with international standards set by the Financial Action Task Force, of which Singapore is a member.
From 4 October, the following requirements will be in effect:
Maintaining Registers of Nominee Shareholders (RONS)
It is a requirement that companies (including foreign companies) keep a Register of Nominee Shareholders (RONS) at their registered office or at the registered office of their appointed Registered Filing Agent. The deadline for setting up RONS is 5 December 2022.
In order to assist companies in establishing and maintaining their RONS, ACRA has developed and published a new guidance document.
Identification of Registrable Controllers
Companies and Limited Liability Partnerships (LLPs) that are unable to identify a registrable controller with a significant interest in or significant control must identify individuals with executive control as their registrable controller(s).
For companies, the CEO and directors with executive control must be identified as the company’s registrable controller(s).
In the case of LLPs, the partner(s) with executive control must be identified as the registrable controller(s).
By 5 December 2022, companies and limited liability partnerships that were unable to identify a registrable controller will be required to record the prescribed particulars of individuals with executive control in their existing Register of Registrable Controllers (RORC). Upon updating their own RORC, they must also update the ACRA central register (ACRA central RORC) within two business days.
RONS has brought about the following changes
Previously, a member could hold shares on behalf of another person (the Nominator) without having to identify him or her. As the nominee is the ultimate shareholder, this has been a matter of concern. As a result of the introduction of RONS, this area of concern has been addressed.
How can our team help
It is a requirement in Singapore that your organization takes reasonable steps to identify your registrable controllers and ensure that the information in your register is up-to-date.
Are you finding it difficult to keep up with the ever-changing regulatory landscape? Our company secretarial team would be happy to assist you.