Incorporation - Business Consulting Firm Singapore

Why This Is in the Spotlight

In 2024–2025, Singapore stepped up action against “silent” or nominee directors who fail to carry out their duties, alongside new transparency filings. Courts have toughened sentences for dereliction of duty, and ACRA now requires central filings for nominee arrangements with strict deadlines. These moves aim to curb misuse of shell companies and money-laundering risks.

Recent Cases: What They Tell Us

Stiffer penalties for ‘silent’ directors. In May 2025, the High Court replaced a fine with 10 months’ jail for a director who had been registered in hundreds of companies, signalling that negligence or willful blindness can now mean custodial terms.
Convictions tied to laundering risks. Earlier cases show nominee directors fined or jailed when companies they fronted were used to move illicit funds—reinforcing that a director cannot outsource responsibility.

What Changed in the Law (2025)

Central Registers at ACRA (from 16 Jun 2025)
Companies must file nominee director and nominee shareholder details with ACRA (in addition to private registers). Existing companies file by 31 Dec 2025; new companies file at incorporation. Thereafter, updates are due within 2 business days.
CSP Act & Regulations (in force 9 Jun 2025)
Acting as a nominee director “by way of business” must be arranged through a registered Corporate Service Provider (CSP); breaching this is an offence. CSPs face defined fit-and-proper, AML/CFT, and record-keeping duties.

These reforms sit alongside broader AML measures sparked by large laundering cases; regulators have been explicit about raising standards across the ecosystem.

If You Use (or Are) a Nominee Director: Practical Risks

Personal liability: Directors remain responsible for filings, accounts, and tax—“nominee” status is not a shield. Courts now treat gross neglect far more seriously.
Banking & KYC delays: Missing nominee filings or weak documentation can stall account opening and trigger enhanced due diligence. (ACRA emphasises accurate, timely nominee data.)
Regulatory penalties: Late or missing central-register updates, or using an unregistered intermediary to arrange nominees, can lead to enforcement.

How to Stay Compliant

Use a registered CSP for any nominee arrangement—verify the CSP’s registration and its Qualified Individuals.
Paper the relationship properly: Written nominee–nominator agreements, clear scope (no management control), and evidence trails for instructions and approvals. (ACRA expects specifics in the central and private registers.)
Keep directors active: Ensure board packs, accounts, and filings are reviewed and signed on time; “rubber-stamping” is risky under the current sentencing stance.
File your nominee details: Initial filing by 31 Dec 2025 for existing companies, then within 2 business days of any change.
Train and audit: Brief directors on duties; run a quarterly compliance check on registers, ACRA/IRAS deadlines, and bank KYC expectations.

How We Help (End-to-End)

Nominee governance check-up: Confirm if any director/shareholder qualifies as a nominee, clean up registers, and prepare the required ACRA lodgements.
Registered CSP support: If you need a local director, we arrange fit-and-proper nominees through a registered CSP framework, with audit-ready documentation.
Board & filings management: Calendarised AGM/AR, IRAS filings, and real-time reminders so nothing falls through the cracks.
Banking/KYC packs: Prepare director/owner profiles, source-of-wealth narratives, and meeting minutes to accelerate account opening.

Conclusion: Treat ‘Nominee’ as a Governance Role—Not a Form

With tougher sentences, new central filings, and tighter CSP rules, Singapore expects real oversight from every director. If you use nominee arrangements, set them up properly, keep them current with ACRA, and ensure active governance—or risk fines, delays, and even jail in egregious cases.

Why this matters now

From 9 June 2025, Singapore’s Corporate Service Providers Act 2024 and the CSP Regulations 2025 took effect, creating a formal licensing-style regime for anyone offering incorporation, secretarial and related corporate services. For clients, this raises the bar on who you should hire and the documents you must provide during onboarding.

What changed under the CSP Act

ACRA now requires Corporate Service Providers (CSPs) and their Qualified Individuals (QIs) to be registered, meet fit-and-proper criteria, and comply with detailed AML/CFT, customer due diligence (CDD) and record-keeping standards. Guidance released on 23 June 2025 explains the obligations, exemptions and operational do’s & don’ts for registered CSPs.

Key implications for you as a client:

Your provider must be ACRA-registered.
Expect stronger KYC: ID verification, proof of address, source-of-funds/source-of-wealth where relevant, and screening for sanctions/PEPs.
Tighter record retention and reporting of suspicious transactions, aligned with MAS/ACRA expectations.

What you should verify before appointing a provider

Registration status — Are the CSP and the named Qualified Individual registered with ACRA? Ask for the registration numbers and scope of services covered.
AML/CFT procedures — Do they have written policies for CDD, ongoing monitoring, PEP/sanctions screening, and suspicious transaction escalation?
Data protection & confidentiality — How will your passports, corporate documents and bank letters be stored and accessed?
Service model — Will you get a dedicated manager reachable by phone/WhatsApp/WeChat/email and available for meetings, or only ticket/chat support?
Scope & turnaround — Who drafts board resolutions, prepares filings, liaises with banks, and chases statutory deadlines? What are the SLAs?

How onboarding will feel different in 2025

Because CSPs must evidence compliance, onboarding checklists are now more rigorous:

Identity & control: Passports/IDs, residential addresses, proof of beneficial owners, shareholding charts and video calls.
Business purpose: Nature of activities, expected counterparties, jurisdictions, and anticipated transaction volumes.
Funds/wealth (risk-based): Source of funds for capital injections, group backing, or M&A deals.
Ongoing updates: Periodic refreshes and event-driven CDD when ownership/activities change.

Good firms make this smooth with clear instructions and secure document portals, while ensuring filings stay timely.

Why “service level” matters more than ever

The new rules raise compliance work across the industry. App-only, ultra-low-touch models may not cope well when your case is nuanced (multi-jurisdiction owners, nominee arrangements, licences, bank account opening). A dedicated advisor who knows your history can interpret ACRA’s guidance, structure resolutions correctly, pre-empt bank/IRAS queries, and keep you on side of AML/CFT expectations — saving time and avoiding costly rework. (This is consistent with market commentary on the regime shift.

How we operate under the new regime

Fully registered CSP & QIs — compliant with ACRA’s CSP Act and Regulations.
Dedicated manager, multi-channel access — call, email, WhatsApp, WeChat or meet in person.
Proactive compliance — calendarised reminders for AGM/AR, tax, GST, payroll/CPF, licences.
Banking & KYC support — prepare packs that match banks’ enhanced due-diligence needs.
Integrated services — incorporation, secretarial, nominee director, virtual office, accounting, GST, payroll, trademark registrations, work passes.

What to prepare before you contact us

Clear ownership structure (even if preliminary).
IDs and address proofs for directors/ultimate beneficial owners.
A short business overview: activities, markets, expected flows.
If urgent (tenders/banks), the deadlines you must meet.

We’ll map this to ACRA’s CSP rules and guide you through a clean, compliant setup.

Conclusion: Choose a compliant partner with real support

With ACRA’s new CSP regime in force, picking the right corporate service provider is no longer a price game — it’s about regulatory assurance and responsive human support. We combine both, so you can incorporate, bank and operate without surprises.