Corporate Service Providers Regulations 2025

No. S 292

Corporate Service Providers Act 2024

Corporate Service Providers
Regulations 2025

In exercise of the powers conferred by section 35 of the Corporate Service Providers Act 2024, the Minister for Finance makes the following Regulations:

PART 1

PRELIMINARY

Citation and commencement

1.  These Regulations are the Corporate Service Providers Regulations 2025 and come into operation on 9 June 2025.

Definitions

2.—(1)  In these Regulations —

“AML/CPF/CFT course” means the course known as “Anti‑Money Laundering, Countering Proliferation Financing and Countering the Financing of Terrorism” conducted by a person appointed by the Registrar;

“AML/CPF/CFT test” means the test approved and administered by the Registrar in respect of the AML/CPF/CFT course;

“authorised employee”, in relation to a registered corporate service provider, means an employee of the registered corporate service provider who is appointed by a registered qualified individual (being one who is the registered corporate service provider or is employed, engaged or appointed by the registered corporate service provider, and who is not a deemed registered qualified individual) to carry out any ACRA transaction with the ACRA Registrar using the electronic transaction system under the supervision of the registered qualified individual;

“corporate secretarial agent” means an individual who —

(a) is carrying on the business of providing corporate secretarial services and has been doing so for at least 3 years in the preceding 5 years; and

(b) has been a secretary of a company for at least 3 years in the preceding 5 years;

“customer”, in relation to a registered corporate service provider, means any person who employs or engages the registered corporate service provider to carry out any corporate service on the person’s behalf;

“relevant offence” means an offence under —

(a) section 25;

(b) sections 50 to 57 of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992;

(c) the Terrorism (Suppression of Financing) Act 2002;

(d) any regulations made under the United Nations Act 2001;

(e) any provision of any other written law relating to —

(i) the prevention of money laundering;

(ii) the prevention of proliferation financing; or

(iii) the prevention of terrorism financing;

(f) the law of any foreign country or territory relating to —

(i) the prevention of money laundering;

(ii) the prevention of proliferation financing; or

(iii) the prevention of terrorism financing; or

(g) section 157 of the Companies Act 1967;

“revoked Regulations” means the Accounting and Corporate Regulatory Authority (Filing Agents and Qualified Individuals) Regulations 2015 as in force immediately before 9 June 2025;

“section” means a section of the Act.

(2)  In these Regulations, a reference to carrying out an ACRA transaction with the ACRA Registrar using the electronic transaction system includes carrying out the transaction by other means specified or directed by the ACRA Registrar if the electronic transaction system is unavailable.

Access to electronic transaction system

3.—(1)  The Registrar may grant each registered corporate service provider who provides the corporate service of carrying out an ACRA transaction with the ACRA Registrar using the electronic transaction system, access to the electronic transaction system for the purpose of carrying out that corporate service —

(a) on behalf of another person; or

(b) for one or more companies as a secretary for each of those companies.

(2)  The electronic transaction system must only be used by any of the following individuals who has been granted access to it under paragraph (1):

(a) a registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by a registered corporate service provider;

(b) an authorised employee of a registered corporate service provider under the supervision of the registered corporate service provider (if the registered corporate service provider is also a registered qualified individual) or under the supervision of a registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by the registered corporate service provider.

Qualified individuals

4.  For the purposes of the definition of “qualified individual” in section 2(1), a qualified individual is any of the following:

(a) an advocate and solicitor as defined in section 2(1) of the Legal Profession Act 1966;

(b) a public accountant as defined in section 2(1) of the Accountants Act 2004;

(c) a member of the Institute of Singapore Chartered Accountants who is —

(i) a chartered accountant registered under Part 6B of the ACRA Act; or

(ii) an associate member of the Institute of Singapore Chartered Accountants who has been an associate member for no less than 2 years;

(d) a member of the Association of International Accountants (Singapore Branch);

(e) a member of the Institute of Company Accountants, Singapore;

(f) an associate member or a fellow of the Chartered Secretaries Institute of Singapore;

(g) a corporate secretarial agent.

PART 2

PRESCRIBED REQUIREMENTS UNDER PARTS 2 AND 3 OF ACT

Courses for individual applicants

5.—(1)  For the purposes of sections 9(1)(d) and 11(1)(a), the prescribed course that an individual must successfully complete for the individual to be registered as a registered corporate service provider or registered qualified individual, or to have the individual’s registration as a registered corporate service provider or registered qualified individual renewed, is the AML/CPF/CFT course.

(2)  An individual must not be registered as a registered corporate service provider or registered qualified individual, or have the individual’s registration as a registered corporate service provider or registered qualified individual renewed, if the individual has not successfully completed the AML/CPF/CFT course within a period of 6 months (or any other period determined by the Registrar) immediately before the date of the application for registration or the application for renewal of registration, as the case may be.

(3)  For the purposes of this regulation, an individual has not successfully completed the AML/CPF/CFT course unless, if required by the Registrar to do so, the individual has also passed the AML/CPF/CFT test.

Courses for key appointment holders of non‑individual applicants

6.—(1)  For the purposes of section 9(1)(e), the prescribed course that a key appointment holder of a person that is not an individual must successfully complete for the person to be registered as a registered corporate service provider, or to have that person’s registration as a registered corporate service provider renewed, is the AML/CPF/CFT course.

(2)  A person who is not an individual must not be registered as a registered corporate service provider, or have the person’s registration as a registered corporate service provider renewed, if the key appointment holder of the person has not successfully completed the AML/CPF/CFT course within a period of 6 months (or any other period determined by the Registrar) immediately before the date of the application for registration or the application for renewal of registration, as the case may be.

(3)  For the purposes of this regulation, a key appointment holder of a person has not successfully completed the AML/CPF/CFT course unless, if required by the Registrar to do so, the key appointment holder has also passed the AML/CPF/CFT test.

“Fit and proper” factors for key appointment holders of applicants for registration as registered corporate service providers

7.  For the purposes of section 9(2) read with section 9(1)(c), the factors which the Registrar may consider in determining whether a key appointment holder of an applicant for registration as a registered corporate service provider or the renewal of such registration is a fit and proper person include —

(a) whether the person has been convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more, or of any relevant offence;

(b) whether the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(c) whether the person’s previous conduct and compliance history as a key appointment holder, registered corporate service provider or registered qualified individual (if applicable), including (if applicable) as a registered filing agent or registered qualified individual under the ACRA Act as in force immediately before 9 June 2025, has been satisfactory;

(d) whether the person has acted in a manner that adversely reflects on the person’s commercial integrity, including whether the person has committed professional misconduct, breach of fiduciary duty or serious negligence or caused, contributed to or facilitated the commission of professional misconduct, breach of fiduciary duty or serious negligence by some other person;

(e) whether the person has the competency, capacity and capability to ensure that the corporate service provider is able to properly fulfil the duties and responsibilities of a registered corporate service provider under the Act;

(f) whether it would be contrary to the national or general public interest for the person to be a key appointment holder of a registered corporate service provider; and

(g) whether the person’s record of compliance with requirements for the following to which the person is subject under the Act or any other written law, or the law of any foreign country or territory, is satisfactory:

(i) the prevention of money laundering;

(ii) the prevention of proliferation financing;

(iii) the prevention of terrorism financing.

“Fit and proper” factors for applicants for registration as registered qualified individuals

8.  For the purposes of section 11(2) read with section 11(1)(b), the factors which the Registrar may consider in determining whether an applicant for registration as a registered qualified individual or for the renewal of such registration is a fit and proper person include —

(a) whether the person has been convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty punishable with imprisonment for 3 months or more, or of any relevant offence;

(b) whether the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(c) whether the person’s previous conduct and compliance history as a registered qualified individual, registered corporate service provider or key appointment holder (if applicable), including (if applicable) as a registered filing agent or registered qualified individual under the ACRA Act as in force immediately before 9 June 2025, has been satisfactory;

(d) whether the person has acted in a manner that adversely reflects on the person’s commercial integrity, including whether the person has committed professional misconduct, breach of fiduciary duty or serious negligence or caused, contributed to or facilitated the commission of professional misconduct, breach of fiduciary duty or serious negligence by some other person;

(e) whether the person has the competency, capacity and capability to properly fulfil the duties and responsibilities of a registered qualified individual under the Act;

(f) whether it would be contrary to the national or general public interest for the applicant to be registered as a registered qualified individual or to remain registered as a registered qualified individual; and

(g) whether the person’s record of compliance with requirements for the following to which the person is subject under the Act or any other written law, or the law of any foreign country or territory, is satisfactory:

(i) the prevention of money laundering;

(ii) the prevention of proliferation financing;

(iii) the prevention of terrorism financing.

Prescribed persons who may provide corporate services

9.  For the purposes of section 14(1)(b), an authorised employee of a registered corporate service provider who provides the corporate service mentioned in paragraph (f) of the definition of “corporate service” in section 2(1) is a prescribed person who may provide that corporate service under the supervision of a registered qualified individual.

Particulars of registered qualified individuals to be provided by deemed registered corporate service providers

10.—(1)  For the purposes of section 15(1) and (5), the prescribed particulars that a deemed registered corporate service provider must provide to the Registrar in respect of every registered qualified individual employed, engaged or appointed by the deemed registered corporate service provider for the purpose mentioned in section 15(1) are the following:

(a) full name;

(b) NRIC number, foreign identification number (FIN) or passport number, or a foreign equivalent.

(2)  For the purposes of section 15(2)(a), the prescribed period is 60 days.

“Fit and proper” factors for person acting as nominee director

11.  For the purposes of section 16(1) read with section 16(2)(b), the factors which a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act, as a director of a corporation must consider in determining whether a person to be arranged to act as a nominee director of a company is a fit and proper person include —

(a) whether the person has been convicted (whether in Singapore or elsewhere) of any offence involving fraud or dishonesty, or of any relevant offence;

(b) whether the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(c) whether the person’s previous conduct and compliance history of the companies of which the person was a director (if applicable) has been satisfactory; and

(d) whether the person has the competency, capacity and capability to properly fulfil the obligations of a nominee director, taking into account the person’s experience and existing commitments, including the number of the person’s existing directorships.

Prescribed period for appeal to Minister

12.  For the purposes of section 23(1), the prescribed period is 30 days after the date on which the decision appealed against is given to the appellant.

PART 3

DUTIES AND RESPONSIBILITIES OF REGISTERED CORPORATE SERVICE PROVIDERS TO NOTIFY REGISTRAR, AND ON USE OF ELECTRONIC TRANSACTION SYSTEM

Duty to notify Registrar

13.—(1)  A registered corporate service provider (X) must, within the time and in the manner that the Registrar may specify —

(a) where X is also a registered qualified individual, notify the Registrar if X proposes to carry out any corporate service by himself or herself;

(b) notify the Registrar of the full name and particulars of each registered qualified individual employed, engaged or appointed by X to carry out, or to supervise the carrying out of, any corporate service; and

(c) where X is carrying on business at an address other than its registered office address, notify the Registrar of the address at which X carries on business.

(2)  X must notify the Registrar of any change to any information or particulars —

(a) where the change is to information or particulars notified under paragraph (1)(a) or (b) — within 14 days after the date of change; or

(b) where the change is to information notified under paragraph (1)(c) — as soon as possible after the date of change.

(3)  The particulars that X must notify the Registrar under paragraph (1)(b) are the following:

(a) NRIC number, foreign identification number (FIN) or passport number, or a foreign equivalent;

(b) any address to which correspondence may be forwarded to the registered qualified individual;

(c) email address;

(d) contact number.

Internal policies, procedures and controls in respect of access to electronic transaction system

14.  A registered corporate service provider (X) who provides the corporate service mentioned in paragraph (f) of the definition of “corporate service” in section 2(1) must develop, implement and maintain internal policies, procedures and controls in respect of X’s access to the electronic transaction system and in particular, must ensure that —

(a) X’s means of access to the electronic transaction system is not used —

(i) to carry out any ACRA transaction with the ACRA Registrar, unless the ACRA transaction relates to a customer of X and the ACRA transaction is authorised by that customer;

(ii) for any purpose prohibited by the ACRA Registrar;

(iii) for any illegal purpose; or

(iv) by any person other than a registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by X, or an authorised employee of X under X’s supervision (if X is also a registered qualified individual) or under the supervision of a registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by X;

(b) any registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by X carries out the duties and responsibilities set out in regulations 43 to 48 in respect of any ACRA transaction with the ACRA Registrar using the electronic transaction system; and

(c) any authorised employee of X who carries out any ACRA transaction with the ACRA Registrar using the electronic transaction system under X’s supervision (if X is also a registered qualified individual) or under the supervision of a registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by X, complies with —

(i) the Registrar’s directions;

(ii) X’s internal policies, procedures and controls; and

(iii) the instructions of X or the registered qualified individual employed, engaged or appointed by X, or both,

regarding access to, and use of, the electronic transaction system.

Duty to assess, report and remedy, etc.

15.—(1)  A registered corporate service provider (X) who provides the corporate service mentioned in paragraph (f) of the definition of “corporate service” in section 2(1) must —

(a) regularly assess; and

(b) if the Registrar requires, demonstrate to the Registrar,

the effectiveness of X’s internal policies, procedures and controls mentioned in regulation 14.

(2)  If X becomes aware, or has reasonable grounds to believe, that —

(a) X’s means of access to the electronic transaction system has been used to carry out any ACRA transaction with the ACRA Registrar —

(i) which does not relate to a customer of X, or which is not authorised by that customer;

(ii) for any purpose prohibited by the ACRA Registrar; or

(iii) for any illegal purpose;

(b) X’s means of access to the electronic transaction system has been used by any person other than a registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by X, or an authorised employee of X under X’s supervision (if X is also a registered qualified individual) or under the supervision of a registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by X;

(c) any registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by X has failed to carry out the duties and responsibilities set out in regulations 43 to 48 in respect of any ACRA transaction with the ACRA Registrar using the electronic transaction system; or

(d) any authorised employee of X who carries out any ACRA transaction with the ACRA Registrar using the electronic transaction system under X’s supervision (if X is also a registered qualified individual) or under the supervision of a registered qualified individual (excluding a deemed registered qualified individual) employed, engaged or appointed by X, has failed to comply with —

(i) the Registrar’s directions;

(ii) X’s internal policies, procedures and controls; and

(iii) the instructions of X or the registered qualified individual employed, engaged or appointed by X, or both,

regarding access to, and use of, the electronic transaction system,

X must, within 2 business days after becoming aware of the occurrence of any circumstance described in sub‑paragraph (a), (b), (c) or (d) or having reasonable grounds to believe that any such circumstance has occurred, report that circumstance to the Registrar.

(3)  X must comply with any directions of the Registrar that the Registrar considers necessary or desirable to remedy or rectify any occurrence of any circumstance described in paragraph (2)(a), (b), (c) or (d) and to prevent such occurrences from happening in the future.

(4)  In this regulation, “business day” means any day other than a Saturday, Sunday or public holiday.

 

Made on 5 May 2025.

LAI CHUNG HAN

Permanent Secretary,
Ministry of Finance,
Singapore.

[F014.001.0048.V1; AG/LEGIS/SL/65E/2020/1]