New Regulatory Obligations for Nominee Directors and Shareholders in Singapore

From 16 June 2025, Singapore’s corporate regulatory framework will undergo a significant enhancement with the implementation of the Corporate Service Providers Act 2024 (“CSP Act”). These changes aim to strengthen corporate governance and prevent illicit financial activity by tightening oversight over nominee directors and shareholders.

Filing Obligations with ACRA

From 16 June 2025, all companies must begin filing information on nominee directors and nominee shareholders with the Accounting and Corporate Regulatory Authority (ACRA). Existing companies have until 31 December 2025 to comply with this requirement.

These new registers will not be publicly accessible but will enhance transparency and support enforcement efforts. Nonetheless, the director and shareholder's nominee status will be made public.

Stricter Compliance Requirements for Corporate Service Providers

Under the CSP Act, only registered Corporate Service Providers (CSPs) may facilitate the appointment of nominee directors or shareholders. These CSPs must conduct a robust “fit and proper” assessment before doing so. Key criteria include:

• The individual’s compliance history and previous conduct
• Their capacity and capability to fulfil directorial duties
• Their experience and current commitments

Once appointed, companies must ensure ongoing suitability of their nominee directors.

Customer Due Diligence Obligations

CSPs are required to perform thorough Customer Due Diligence (CDD) before providing any services. This includes:

• Verifying the identity of clients and beneficial owners
• Understanding the purpose and nature of the business relationship
• Performing ongoing monitoring and documentation

CDD documentation must be retained for at least five years.

Enhanced Risk Mitigation Measures

To combat identity fraud and enhance trust in corporate transactions, CSPs must now conduct live video calls to verify identities for non-face-to-face transactions involving company incorporation or sale/transfer of shelf companies.

Furthermore, CSPs may rely on third parties to conduct CDD only if those third parties are authorised and based in Singapore, and have appropriate AML/CFT controls in place.

Escalation and Reporting of Suspicious Transactions

If a CSP is unable to complete CDD or suspects illicit activity, it must promptly file a Suspicious Transaction Report (STR). Internal procedures must be established to identify red flags, escalate concerns, and document justifications for decisions not to file STRs.

Next Steps for CSPs and Businesses

With these changes, CSPs must strengthen their internal compliance frameworks, train staff, and review existing client relationships. For companies relying on nominee directors or shareholders, this is a critical moment to ensure regulatory alignment.

At Alpadis, our teams are well-positioned to assist clients in navigating these changes and maintaining compliance across all jurisdictions.

For tailored guidance, please contact our Singapore office.

‍