News and developments
Singapore corporate regulator plans changes to stiffen AML prevention
This article is produced by CMS Holborn Asia, a Formal Law Alliance between CMS Singapore and Holborn Law LLC.
Introduction
Amidst a high-profile money laundering investigation involving (currently) at least S$2.8 billion in domestic assets, Singapore’s government has recently announced plans to introduce additional measures to strengthen Singapore’s anti-money laundering (“AML”) regime.[1]
The Proposed Measures
The additional measures primarily target:
Registered Filing Agents
As part of their activities in incorporating companies (and other entities), RFAs play an important role as the ‘first line’ of mitigation when it comes to conducting customer due diligence / KYC checks, including on sources of funds. RFAs are legally required to conduct customer due diligence and file Suspicious Transaction Reports (“STRs”) with the Suspicious Transactions Reporting Office should they know of or have reasonable grounds to suspect that a transaction may include the proceeds of crime.
With the aim of strengthening Singapore’s AML regime, ACRA has proposed to increase penalties where RFAs have failed to comply with their AML obligations. Under section 31(9) of the Accounting and Corporate Regulatory Authority Act 2004 of Singapore (“ACRA Act”), RFAs have the following obligations:
Currently, a failure by an RFA to comply with any of the above obligations could result in a financial penalty of up to S$25,000 per breach, in accordance with section 31(13)(d) of the ACRA Act. However, ACRA has now proposed to increase the maximum financial penalty for breaches by RFAs to at least S$50,000 per breach.
Nominee Directorships
Under Singapore law, every company is required to have at least one director who is an ordinary resident of Singapore. It is, however, common for companies established by offshore entities or residents to appoint local nominee directors to meet this requirement and to act on their behalf on matters relating to the company. Corporate secretarial providers (who are regularly also RFAs) typically offer nominee directors as part of their secretarial services and, accordingly, certain individuals who may be part of such organizations or contracted by them, can end up holding multiple directorships. ACRA has proposed potential new restrictions on directorships – such as limiting the number of nominee directorships that an individual can hold, and requiring that nominee directors be “fit and proper” to take up the role. The proposed measures seek to ensure that nominee directors fulfill the same legal obligations incumbent on all directors – that is to discharge their director duties responsibly, with honesty and reasonable diligence.
Material Changes
ACRA put forward a range of proposals for public consultation in 2022, many of which will (if passed) have a significant impact on the way CSPs undertake their business activities and interact with clients. The main changes include:
We expect to see legislative changes made next year as Singapore focuses on tightening up potential risk areas that could be exploited by sophisticated money laundering and financial crime activities.
Link to the report: Singapore corporate regulator plans changes to stiffen AML prevention (cms-lawnow.com)
Footnotes
[1] Singapore Parliamentary Debates, Official Report (3 October 2023), accessed here on 16 October 2023.