Singapore Companies Act Updated (June 2025): Mandatory Disclosure of Nominee Directors and Shareholders to ACRA

What is a “Nominee” ?

In a corporate structure, a “Nominee” refers to a person who holds company shares or occupies a directorship on behalf of another party. In other words:

• A Nominee Shareholder is the registered owner of shares, while the actual economic interest belongs to a third party known as the Nominator.

• A Nominee Director formally holds a director position but acts under the instructions of another individual, who may be the one exercising real control behind the scenes.

In simple terms:
A nominee acts as a proxy—someone who holds rights in name only, while the real power or ownership lies with someone else in the background.

Policy Background

You may already be familiar with the Register of Registrable Controllers (RORC) filing requirement — a compliance obligation introduced in 2020, which mandates all Singapore companies to declare their ultimate beneficial owners to the Accounting and Corporate Regulatory Authority (ACRA).

Building upon this foundation, Singapore will implement another major disclosure requirement starting from 16 June 2025:
All local and foreign companies must report the details of their Nominee Directors and Nominee Shareholders to ACRA.

The Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 introduces these updates to the Companies Act, aiming to further enhance corporate transparency, particularly in relation to the disclosure of nominee arrangements.

Legislative Purpose

The new regulations aim to:

• Enhance Singapore’s financial transparency on the international stage and strengthen compliance with Anti-Money Laundering (AML) and Countering the Financing of Terrorism (CFT) standards.

• Provide regulators with a clearer view of corporate ownership structures, while maintaining safeguards for the privacy of ultimate beneficial owners and controlling parties.

In the past, such nominee information was only required to be maintained internally by the company or its corporate secretary, without the need for submission to the authorities.
With the new legislation, these details must now be formally filed with the Accounting and Corporate Regulatory Authority (ACRA) as part of a statutory disclosure requirement.

Implementation and Transitional Arrangements

The new regulations will be implemented gradually, with a transition period allowing businesses to adjust to the new filing requirements.

During this transition, companies will have sufficient time to ensure compliance with the new rules, which include the submission of Nominee Director and Nominee Shareholder information to the Accounting and Corporate Regulatory Authority (ACRA).

Voluntary Filing Phase (Now Open)

The Accounting and Corporate Regulatory Authority (ACRA) has launched a new BizFile e-Service — “Update Register of Nominee Directors and Shareholders”, which is now available for voluntary submissions.

We are ready to assist you in filing the relevant information in advance.

• All early submissions will be deemed valid under the new law — no repeated filing will be required.

• Filing early gives you peace of mind and helps you avoid the year-end peak.

Mandatory Filing Phase (Effective from 16 June 2025)

Starting 16 June 2025, filing nominee information will become a statutory obligation, with the following requirements:

• Newly Incorporated Companies (including foreign companies):
  Nominee Director and Shareholder details must be submitted immediately upon receiving the notice of successful incorporation from ACRA.

• Existing Companies:
  All existing companies must complete the filing by 31 December 2025.
  We will proactively contact you to arrange timely submission and ensure full compliance.

Disclosure and Privacy Protection

This new legislation enhances transparency while maintaining a balanced approach to safeguard business privacy.

Public Disclosure:
The identities of Nominee Directors and Nominee Shareholders will be publicly available as part of a company’s Business Profile. This ensures that relevant parties and the general public can access essential company information.

Nominator Information Not Disclosed:
Details of the nominator — the person who appoints the nominee or holds actual control — will not be made public. This information will be accessible only to regulatory and law enforcement authorities, protecting the privacy of clients and beneficial owners.

Importance of Privacy Safeguards

While transparency is strengthened, the identity of the actual controllers remains confidential. This approach helps protect business confidentiality and mitigates potential risks associated with exposing personal or sensitive ownership information.

By striking this balance, Singapore upholds its reputation as a trusted international financial hub, reinforcing investor confidence in the integrity and security of its regulatory framework.

This article outlines the key highlights of the new regulations, the filing timeline, and practical guidance to help you understand the requirements and proactively prepare for compliance — ensuring that your business operations remain aligned with the latest legal obligations.