New Compliance Requirements Under Companies Act Effective June 2025

The Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 (CLLPMA Act) will come into effect on June 16, 2025, instituting significant compliance requirements aimed at enhancing the transparency of corporate structures in Singapore. This legislative update aligns with Singapore's ongoing commitment to combat money laundering, terrorism financing, and to uphold the integrity of its financial system.

According to a press release from the Accounting and Corporate Regulatory Authority (ACRA), the CLLPMA Act introduces several key amendments. Notably, all new companies, foreign companies, and limited liability partnerships (LLPs) will be mandated to maintain a register of controllers from the point of incorporation. This requirement, specified in Section 386AF(1A) of the Companies Act 1967, aims to ensure that ownership and control information is readily accessible, fostering greater corporate accountability.

Additionally, annual verification of controller information will become mandatory. Controllers will need to provide signed and dated confirmations of the accuracy of their information, as stipulated in Section 386AIA of the Companies Act. This marks a significant shift towards more stringent oversight of corporate governance practices.

The timeline for updating controller particulars in the private register has also been modified, extending from two business days to seven calendar days, thus providing companies with a more feasible timeframe to comply with the new regulations (Regulation 4, Companies Regulations).

Another crucial amendment involves the requirement for foreign companies to maintain a register of nominee directors at their registered office or with their registered corporate service provider. This is mandated under Section 386AKA of the Companies Act, reinforcing accountability for foreign entities operating in Singapore.

ACRA will also be responsible for maintaining central registers of nominee directors and nominee shareholders, as outlined in Section 386ANA(1) of the Companies Act. Existing companies and foreign companies will have until December 31, 2025, to submit the necessary information regarding their nominee directors and shareholders, while new entities incorporated after June 16, 2025, must provide this information upon registration.

Dr. Emily Chen, a corporate law expert at the National University of Singapore, emphasizes the importance of these amendments in enhancing corporate transparency. "The introduction of registers for controllers and nominee directors will provide regulators with better tools to monitor potential abuses in corporate governance," she stated in an interview on June 19, 2025.

Industry leaders have expressed mixed reactions to the new requirements. Mr. John Lim, CEO of a leading corporate service provider, noted that while the changes may impose additional operational burdens, they are crucial for ensuring compliance with international standards. Conversely, some small business operators have raised concerns regarding the increased complexity and potential costs associated with the new regulations.

Internationally, similar trends are observed in jurisdictions such as the United Kingdom, where the implementation of register requirements has been pivotal in enhancing corporate transparency (Global Financial Integrity, 2024). The CLLPMA Act’s alignment with global standards places Singapore in a favorable position to attract foreign investment while mitigating risks associated with financial crime.

In conclusion, the upcoming enactment of the CLLPMA Act signifies a pivotal shift in Singapore's corporate regulatory framework. By enhancing transparency and accountability, the Act is expected to fortify Singapore’s reputation as a leading global financial hub. Stakeholders, including corporate leaders and legal experts, will need to prepare for compliance and adapt their operational practices accordingly as the June 2025 deadline approaches.