If you run a company in Singapore, especially one with a nominee director or nominee shareholder arrangement, the rules around who you need to disclose, and to whom, have changed significantly over the past year. A series of amendments culminating in the Corporate and Accounting Laws (Amendment) Act 2025, passed in Parliament on 5 November 2025, has tightened Singapore’s beneficial ownership disclosure regime considerably, with real penalties for companies that do not keep up.
What Beneficial Ownership Means
Beneficial ownership refers to the real, ultimate owner or controller of a company, which is not always the same as whoever appears on paper as a director or shareholder. Nominee arrangements, where one person or entity formally holds a director or shareholder position on behalf of someone else, known as the nominator, are legal and used for a variety of legitimate business reasons. However, they can also be misused to obscure who actually controls or benefits from a company, which is a longstanding concern in anti-money laundering and financial crime prevention efforts worldwide.
Singapore has been steadily tightening its beneficial ownership rules over the past several years, partly to align with international standards set by the Financial Action Task Force, the global body that sets benchmarks for anti-money laundering and countering the financing of terrorism.
What Companies Must Now File
The first major recent step came through the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024, known as the CLLPMA, which came into force on 16 June 2025. Before this, companies already had to maintain a private Register of Nominee Directors and a Register of Nominee Shareholders, but this information sat only with the company itself. From 16 June 2025, companies and foreign companies operating in Singapore must file this information with the Accounting and Corporate Regulatory Authority, known as ACRA, which now maintains a central register.
Existing companies were given until 31 December 2025 to submit information about their nominee directors and nominee shareholders to this new central register, while companies incorporated from 16 June 2025 onwards must submit this information from the date of incorporation itself. The CLLPMA also raised the maximum fine for offences relating to these registers from 5,000 dollars to 25,000 dollars, a fivefold increase intended to make the penalty a genuine deterrent rather than a minor cost of doing business.
The New Layer: Disclosing the Nominator
The Corporate and Accounting Laws (Amendment) Act 2025 builds further on this foundation. Passed on 5 November 2025 with most provisions commencing from April 2026, it requires companies to disclose not just that a director or shareholder is a nominee, but also the identity of the nominator, meaning the actual person or entity on whose behalf the nominee is acting. This closes a gap in the earlier framework, since simply knowing that someone is a nominee without knowing who they are acting for provides only partial transparency.
Under this framework, the fact that a director or shareholder is a nominee becomes publicly visible through a company’s BizFile business profile, but the identity of the nominator is only accessible to public agencies for law enforcement and regulatory purposes, not to the general public. This balance is intended to give authorities meaningful visibility into corporate structures while not exposing potentially sensitive personal information about nominators to anyone who looks up a company’s public profile.
Penalties for Getting It Wrong
The 2025 Act further increased penalties connected to nominee and beneficial ownership disclosure failures, reflecting a consistent direction of travel: this area of corporate compliance has become progressively higher stakes over a relatively short period of time. Companies that fail to accurately maintain or update their registers, or fail to file the required information with ACRA, risk prosecution and financial penalties that are considerably higher than what applied just a couple of years ago.
Alongside these changes, the Corporate Service Providers Act 2024, which came into force on 9 June 2025, added another layer of oversight by requiring that anyone providing nominee director services commercially must do so through a Corporate Service Provider registered with ACRA, which must conduct a fit and proper assessment of the nominee before appointment. Informal, unregistered nominee arrangements arranged outside this system are no longer permitted for commercial nominee director services.
Why Singapore Is Moving So Quickly on This
The pace of change in this area, three significant pieces of legislation affecting beneficial ownership and nominee arrangements within roughly eighteen months, reflects Singapore’s determination to protect its reputation as a clean, trusted, and well regulated financial and business hub. International bodies such as the Financial Action Task Force periodically assess how well countries are managing risks like money laundering and the misuse of corporate structures, and maintaining a strong evaluation matters significantly for Singapore given how central its reputation for good governance is to its role as a regional financial and business centre.
At the same time, officials have been careful to frame these changes as removing unnecessary friction for legitimate businesses wherever possible, rather than making Singapore a harder place to incorporate and operate a company generally. The goal is described as targeting the misuse of nominee structures specifically, not discouraging the many legitimate reasons a company might use one, such as facilitating foreign investment structures or estate planning arrangements.
What Business Owners Should Do Now
Company directors and business owners in Singapore, particularly those who arranged nominee director or shareholder structures some years ago and may not have revisited them recently, should treat this as a prompt to review their current arrangements. This means checking whether existing nominee arrangements have been properly filed with ACRA’s central registers, confirming that any commercial nominee director relationships go through a properly registered Corporate Service Provider, and ensuring internal company records are ready to reflect the additional nominator disclosure requirements once the 2025 Act’s provisions come into effect from April 2026.
Given how quickly penalties have escalated, from a maximum of 5,000 dollars to 25,000 dollars for register related offences, treating this as a low priority administrative matter is a riskier position for a company to be in today than it would have been just two years ago.
Frequently Asked Questions
Does this apply to small, wholly locally owned private companies, or only large or foreign-linked companies?
The disclosure requirements generally apply broadly across companies and limited liability partnerships in Singapore, including smaller locally owned companies, though certain categories of company, such as those listed on a Singapore exchange or wholly government owned entities, may qualify for exemptions.
Is the information about my company’s beneficial owners available to the public?
Some elements, such as the fact that a director or shareholder is a nominee, are visible on a company’s public BizFile profile, but the identity of the actual nominator is restricted to public agencies for law enforcement and regulatory purposes, not disclosed to the general public.
What if my company has never used any nominee director or nominee shareholder arrangements?
If a company genuinely has no nominee arrangements, it would not have nominee related information to file under these specific requirements, though it should still ensure its general beneficial ownership and controller information, required separately under earlier rules, remains accurate and up to date.
Do foreign companies registered as branches in Singapore need to comply with these rules too?
Yes, foreign companies operating in Singapore through a registered branch are generally subject to the same requirement to maintain and file information about nominee directors, placing them on comparable footing to locally incorporated companies for these purposes.
What is a Corporate Service Provider, and why does it matter for nominee arrangements?
A Corporate Service Provider is a business registered with ACRA to provide company secretarial and related corporate services, and since June 2025, providing nominee director services on a commercial basis must go through such a registered provider, which is required to carry out a fit and proper assessment before a nominee is appointed, replacing informal arrangements made outside this system.
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About the Author: Randy Alta
