Changes were made to the Companies Act on 31st March 2017 and the key changes were with regards to making company ownership more transparent so as to limit the use of Singapore companies for illegal uses such as money laundering and financing of terrorism. There were also changes to the Accountants Act but for this article, we will be focusing on primarily the Companies Act.
Click here to view the Ministry of Finance’s (MOF’s) Anti-Money Laundering and Countering the Financing of Terrorism Policy Statement.
In the policy statement, the MOF laid out principles for Singapore to follow. These include:
- Allocate law enforcement, financial intelligence and supervisory resources on a risk-sensitive basis
- Maintain close policy and operational coordination and cooperation across the Government
- Take a preventive approach that combines tough licencing and comprehensive reporting requirements, strict AML/CFT regulations, and risk-based supervision of the relevant financial and non-financial sectors
- Enhance private sector stakeholders’ understanding of ML/TF risks and promote a culture of compliance
- Take decisive and deterrent law enforcement action against ML/TF activity, including that relating to foreign crimes
- Disrupt drug dealing and other serious offences early to prevent proceeds from being laundered
- Provide assistance to other jurisdictions through formal and informal channels spontaneously and on request
- Rigorously implement and contribute to the development of international standards, including the international standards on combating money laundering and the financing of terrorism and proliferation set by the Financial Action Task Force and United Nations Security Council Resolutions (particularly for targeted financial sanctions related to terrorism and proliferation of weapons of mass destruction)
The main legislation that governs money laundering related offences is the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA).
Click here to view the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (CDSA).
The key changes to the Companies Act are with regards to increasing the transparency of business and the beneficial owners of companies. All business owners should take note of the following changes to the Companies Act which were made on the 31st of March 2017.
- Companies (except listed companies and financial institutions) and Singapore registered LLPs are required to maintain registers of beneficial owners at prescribed places. These may include but are not limited to, the company’s registered office or the registered filing agent’s registered office.
- Foreign companies registered in Singapore must maintain registers of beneficial owners and public registers of shareholders.
- Officers, partners and managers of struck off companies are required to retain accounting records and registers of beneficial owners for five years.
- A liquidator is required to retain records of wound up companies for five years. Previously this was two years. There is also no longer the option for companies and LLPs to destroy records early if they are wound up by their members, partners or creditors.
- Nominee directors, managers and shareholders are required to disclose their nominee status and nominators to their companies of LLPs.
- Issuance and transfer of bearer shares and share warrants by foreign companies registered in Singapore are to be considered void.
When in doubt, seek legal advice or consult an experienced ACRA Filing Agent.
The editorial team at Singapore Secretary Services
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