PART 1 | Short title and commencement |
| 1. This Act is the Corporate Service Providers Act 2024 and comes into operation on a date that the Minister appoints by notification in the Gazette. |
2.—(1) In this Act —| “accounting corporation”, “accounting firm” and “accounting limited liability partnership” have the meanings given by section 2(1) of the Accountants Act 2004; |
“accounting entity” means —| (a) | an accounting corporation; | | (b) | an accounting firm; | | (c) | an accounting limited liability partnership; or | | (d) | a public accountant who is registered under section 8 of the Business Names Registration Act 2014 as the sole proprietor of a business in providing public accountancy services; |
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| “ACRA Act” means the Accounting and Corporate Regulatory Authority Act 2004; |
| “ACRA Fifth Schedule Act” means any of the written laws specified in the first column of the Fifth Schedule to the ACRA Act; |
“ACRA Registrar” means —| (a) | in relation to an ACRA Second Schedule Act — the Registrar as defined in that Act; or | | (b) | in relation to an ACRA Fifth Schedule Act — the person specified in the second column of the Fifth Schedule to the ACRA Act opposite the ACRA Fifth Schedule Act as specified in the first column of that Schedule; |
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| “ACRA Second Schedule Act” means any of the written laws specified in the Second Schedule to the ACRA Act; |
“ACRA transaction”, in relation to the ACRA Registrar of an ACRA Second Schedule Act or ACRA Fifth Schedule Act, means —| (a) | the filing or lodging of any document with the ACRA Registrar, or the submission, production, delivery, providing or sending of any document to the ACRA Registrar, under the ACRA Second Schedule Act or ACRA Fifth Schedule Act; | | (b) | the making of any application, submission or request to the ACRA Registrar under the ACRA Second Schedule Act or ACRA Fifth Schedule Act; | | (c) | the provision of any undertaking or declaration to the ACRA Registrar under the ACRA Second Schedule Act or ACRA Fifth Schedule Act; or | | (d) | the extraction, retrieval or accessing of any document, record or information maintained by the ACRA Registrar under the ACRA Second Schedule Act or ACRA Fifth Schedule Act; |
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| “Assistant Registrar” means an Assistant Registrar of Corporate Service Providers appointed under section 5(2)(b); |
| “Authority” means the Accounting and Corporate Regulatory Authority established by section 3 of the ACRA Act; |
| “company” and “corporation” have the meanings given by section 4(1) of the Companies Act 1967; |
“corporate service” means any of the following services:| (a) | forming, on behalf of another person, a corporation or other legal person; | | (b) | acting, or arranging for another person to act —| (i) | as a director or secretary of a corporation; | | (ii) | as a partner of a partnership; or | | (iii) | in a similar capacity in relation to other legal persons; |
| | (c) | providing a registered office, business address, correspondence or administrative address or other related services for a corporation, partnership or other legal person; | | (d) | acting, or arranging for another person to act, as a nominee shareholder on behalf of any corporation, other than a corporation whose securities are listed on an approved exchange within the meaning of section 2(1) of the Securities and Futures Act 2001; | | (e) | carrying out any designated activity in relation to the provision of any accounting service; | | (f) | carrying out an ACRA transaction with the ACRA Registrar using the electronic transaction system —| (i) | on behalf of another person; or | | (ii) | for one or more companies as a secretary of each of those companies; |
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| “corporate service provider” means a person who carries on a business of providing any corporate service; |
| “deemed registered corporate service provider” means an accounting entity that is treated under section 7(2) as registered under section 8 as a registered corporate service provider; |
| “deemed registered qualified individual” means a key appointment holder of a deemed registered corporate service provider who is treated under section 15(3) as registered under section 10 as a registered qualified individual; |
| “Deputy Registrar” means a Deputy Registrar of Corporate Service Providers appointed under section 5(2)(b); |
“designated activity” means the preparation to carry out or the carrying out of transactions for a customer concerning any of the following activities:| (a) | buying or selling of real estate; | | (b) | management of client money, securities or other assets; | | (c) | management of bank, savings or securities accounts; | | (d) | organisation of contributions for the creation, operation or management of corporations; | | (e) | creation, operation or management of legal persons or legal arrangements, or buying and selling of business entities; |
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| “director” has the meaning given by section 4(1) of the Companies Act 1967; |
| “electronic transaction system” means the electronic transaction system established by the Authority under section 27(1) of the ACRA Act; |
| “FATF” means the intergovernmental body known as the Financial Action Task Force; |
| “FATF recommendation” means any recommendation relating to the prevention of money laundering, proliferation financing and terrorism financing adopted by the FATF; |
“key appointment holder”, in relation to any person (X), means any of the following persons:| (a) | where X is a sole proprietorship — the sole proprietor; | | (b) | where X is a partnership or limited partnership — a partner of the partnership or limited partnership; | | (c) | where X is a company —| (i) | a member of the board of directors; or | | (ii) | an individual for the time being holding the office of chairperson or chief executive officer of the company; |
| | (d) | where X is a limited liability partnership — a partner or manager of the limited liability partnership; | | (e) | any person, other than a person mentioned in paragraph (a), (b), (c) or (d), by whatever name called, who is principally responsible for the management and conduct of X’s business activities in providing corporate services; |
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| “legal arrangement” means an express trust or other similar legal arrangement; |
| “legal person” means a person other than a natural person that can establish a permanent business relationship with another person or otherwise own property; |
| “limited liability partnership” means a limited liability partnership registered under the Limited Liability Partnerships Act 2005; |
| “limited partnership” means a limited partnership registered under the Limited Partnerships Act 2008; |
| “nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person; |
“nominee shareholder”, in relation to a corporation, means a shareholder who satisfies either or both of the following:| (a) | the shareholder is accustomed or under an obligation whether formal or informal to vote, in respect of shares in the corporation of which the shareholder is the registered holder, in accordance with the directions, instructions or wishes of any other person; | | (b) | the shareholder receives dividends, in respect of shares in the corporation of which the shareholder is the registered holder, on behalf of any other person; |
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| “proliferation financing” means the financing of the proliferation of weapons of mass destruction; |
| “public accountant” has the meaning given by section 2(1) of the Accountants Act 2004; |
| “qualified individual” means an individual who satisfies such criteria as may be prescribed for this definition; |
“registered corporate service provider” means a corporate service provider who is registered under this Act, and includes —| (a) | a deemed registered corporate service provider; and | | (b) | a person who is treated under section 42(3) as registered under section 8 as a registered corporate service provider; |
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| “registered person” means a registered corporate service provider or registered qualified individual; |
“registered qualified individual” means a qualified individual who is registered under this Act, and includes —| (a) | a deemed registered qualified individual; and | | (b) | a person who is treated under section 44(1) as registered under section 10 as a registered qualified individual; |
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| “Registrar” means the Registrar of Corporate Service Providers appointed under section 5(2)(a), and includes any Deputy Registrar or Assistant Registrar; |
| “registration” means registration of a registered corporate service provider or registered qualified individual, as the case may be; |
| “regulations” means any regulations made under section 35; |
| “sub‑fund”, “umbrella VCC” and “variable capital company” have the meanings given by section 2(1) of the Variable Capital Companies Act 2018. |
| (2) For the purposes of the definitions of “corporate service”, “designated activity” and “nominee shareholder” in subsection (1), the references to “corporation”, “legal person” and “partnership” include corporations, legal persons and partnerships (respectively) formed, established or incorporated outside Singapore. |
(3) For the purposes of this Act —| (a) | a registered corporate service provider is not regarded as being registered to carry on a business in Singapore of providing any corporate service during the period the registered corporate service provider’s registration is suspended under section 19(2) or (3); and | | (b) | a registered qualified individual is not regarded as being registered during the period the registered qualified individual’s registration is suspended under section 21(2) or (3). |
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| Meaning of “accounting service”, etc. |
3.—(1) In this Act —“accounting service” means any of the following services:| (a) | financial accounting service; | | (b) | internal audit service; | | (c) | management accounting service; | | (d) | taxation service; |
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“financial accounting service” means any of the following services:| (a) | preparing and maintaining accounting and other records of an entity which will sufficiently explain the transactions and financial position of the entity and enable true and fair profit and loss accounts and balance sheets (and any documents attached to the profit and loss accounts and balance sheets) to be prepared from time to time; | | (b) | preparing the general purpose financial statements, special purpose financial statements or summary financial statements of an entity or any part of those statements; |
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“internal audit service” means any of the following services:| (a) | evaluating the effectiveness of an entity’s processes relating to its governance, risk management or internal control; | | (b) | improving an entity’s processes relating to its governance, risk management or internal control; |
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“management accounting service” means any of the following services:| (a) | measuring, evaluating or reporting on any information relating to the economic performance of an entity; | | (b) | drawing and expressing a conclusion relating to the measurement or evaluation of, or reporting on, any information relating to the economic performance of an entity; |
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“taxation service” means any of the following services:| (a) | ensuring compliance by an entity with any written law relating to taxation in the course of preparing any tax return for the entity; | | (b) | making tax calculations for the purpose of preparing accounting entries in an entity’s financial statements; | | (c) | providing advice relating to taxation and tax planning; | | (d) | providing assistance in resolving any dispute relating to taxation. |
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| (2) In subsection (1), a service is not a financial accounting service, an internal audit service, a management accounting service or a taxation service unless its performance requires the application of an accounting or related skill. |
(3) In subsection (1) —“entity” means —| (a) | a company or association or body of persons, corporate or unincorporate; | | (b) | a variable capital company, or an umbrella VCC in respect of a sub‑fund; | | (c) | a sole proprietor; | | (d) | a trust or its trustee (when acting in that capacity), as the case may be; or | | (e) | any other business or corporate structure, as may be prescribed; |
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| “general purpose financial statements”, “special purpose financial statements” and “summary financial statement” have the meanings given by the part entitled “Glossary” in the Singapore Standards on Auditing; |
| “Singapore Standards on Auditing” means the standards by that name issued by the Institute of Singapore Chartered Accountants as published on its website. |
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| 4. The purpose of this Act is to regulate corporate service providers, and qualified individuals who provide, or supervise the provision of, corporate services, and to impose requirements on those persons so as to detect or prevent money laundering, proliferation financing and terrorism financing. |
| Administration of Act and appointment of Registrar of Corporate Service Providers, etc. |
5.—(1) The Authority is responsible for the administration of this Act, subject to the general or special directions of the Minister.(2) The Minister may, after consultation with the Authority, and for the proper administration of this Act —| (a) | appoint an officer of the Authority to be the Registrar of Corporate Service Providers; and | | (b) | from among the officers of the Authority, public officers and officers of any other statutory board, appoint any number of Deputy Registrars and Assistant Registrars of Corporate Service Providers as the Minister considers necessary. |
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| (3) The Authority may give to the Registrar such directions, not inconsistent with the provisions of this Act, as to the exercise of the Registrar’s powers, functions or duties under this Act, and the Registrar must give effect to such directions. |
| (4) Subject to the general direction and control of the Registrar and to any restriction and limitation that may be prescribed, anything by this Act authorised or required to be done or signed by the Registrar may be done or signed by any such Deputy Registrar or Assistant Registrar and is as valid and effectual as if done or signed by the Registrar. |
| (5) No person dealing with any Deputy Registrar or Assistant Registrar needs to be concerned to see or inquire whether any restriction or limitation has been prescribed, and every act or omission of a Deputy Registrar or Assistant Registrar so far as it affects any such person is as valid and effectual as if done or omitted by the Registrar. |
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6. The Registrar must keep and maintain —| (a) | a register of registered corporate service providers; and | | (b) | a register of registered qualified individuals. |
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