Corporate Service Providers Bill

an accounting corporation;

an accounting firm;

an accounting limited liability partnership; or

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;

in relation to an ACRA Second Schedule Act — the Registrar as defined in that Act; or

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;

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;

the making of any application, submission or request to the ACRA Registrar under the ACRA Second Schedule Act or ACRA Fifth Schedule Act;

the provision of any undertaking or declaration to the ACRA Registrar under the ACRA Second Schedule Act or ACRA Fifth Schedule Act; or

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;

forming, on behalf of another person, a corporation or other legal person;

acting, or arranging for another person to act —

as a director or secretary of a corporation;

as a partner of a partnership; or

in a similar capacity in relation to other legal persons;

providing a registered office, business address, correspondence or administrative address or other related services for a corporation, partnership or other legal person;

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;

carrying out any designated activity in relation to the provision of any accounting service;

carrying out an ACRA transaction with the ACRA Registrar using the electronic transaction system —

on behalf of another person; or

for one or more companies as a secretary of each of those companies;

buying or selling of real estate;

management of client money, securities or other assets;

management of bank, savings or securities accounts;

organisation of contributions for the creation, operation or management of corporations;

creation, operation or management of legal persons or legal arrangements, or buying and selling of business entities;

where X is a sole proprietorship — the sole proprietor;

where X is a partnership or limited partnership — a partner of the partnership or limited partnership;

where X is a company —

a member of the board of directors; or

an individual for the time being holding the office of chairperson or chief executive officer of the company;

where X is a limited liability partnership — a partner or manager of the limited liability partnership;

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;

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;

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;

a deemed registered corporate service provider; and

a person who is treated under section 42(3) as registered under section 8 as a registered corporate service provider;

a deemed registered qualified individual; and

a person who is treated under section 44(1) as registered under section 10 as a registered qualified individual;

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

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).

financial accounting service;

internal audit service;

management accounting service;

taxation service;

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;

preparing the general purpose financial statements, special purpose financial statements or summary financial statements of an entity or any part of those statements;

evaluating the effectiveness of an entity’s processes relating to its governance, risk management or internal control;

improving an entity’s processes relating to its governance, risk management or internal control;

measuring, evaluating or reporting on any information relating to the economic performance of an entity;

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;

ensuring compliance by an entity with any written law relating to taxation in the course of preparing any tax return for the entity;

making tax calculations for the purpose of preparing accounting entries in an entity’s financial statements;

providing advice relating to taxation and tax planning;

providing assistance in resolving any dispute relating to taxation.

a company or association or body of persons, corporate or unincorporate;

a variable capital company, or an umbrella VCC in respect of a sub‑fund;

a sole proprietor;

a trust or its trustee (when acting in that capacity), as the case may be; or

any other business or corporate structure, as may be prescribed;

appoint an officer of the Authority to be the Registrar of Corporate Service Providers; and

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.

made to the Registrar in the form and manner specified by the Registrar;

accompanied by the documents and information required by the Registrar; and

accompanied by the prescribed fee, if any.

grant the registration or renewal, with such conditions and for such period specified by the Registrar; or

refuse the registration or renewal.

different classes of registered corporate service providers; or

registered corporate service providers under different circumstances.

unless the applicant is one of the following:

an individual, or a partnership, registered under the Business Names Registration Act 2014;

a company;

a limited liability partnership;

a limited partnership;

unless the applicant meets at least one of the following criteria:

the applicant (being an individual) is a registered qualified individual;

at least one partner of the applicant (being a partnership, limited liability partnership or limited partnership) is a registered qualified individual;

the applicant employs, engages or appoints at least one registered qualified individual to provide corporate services for, or supervise the provision of corporate services by, the applicant;

if the Registrar is satisfied that any key appointment holder of the applicant is not a fit and proper person;

if the applicant is an individual who has not successfully completed a prescribed course or training;

if the applicant is not an individual — any key appointment holder of the applicant has not successfully completed a prescribed course or training; or

if the applicant has had a previous registration as a registered corporate service provider cancelled under section 19(2) or (3) less than 2 years before the date of the applicant’s application for registration as a registered corporate service provider.

in the form and manner specified by the Registrar;

accompanied by the documents and information required by the Registrar; and

accompanied by the prescribed fee, if any.

grant the registration or renewal, with such conditions and for such period specified by the Registrar; or

refuse the registration or renewal.

different classes of registered qualified individuals; or

registered qualified individuals under different circumstances.

if the applicant is not or (in the case of an application to renew the registration of a qualified individual) ceases to be a qualified individual, or has not successfully completed a prescribed course or training;

if the Registrar is satisfied that the applicant is not a fit and proper person; or

if the applicant has had a previous registration as a registered qualified individual cancelled under section 21(2) or (3) less than 2 years before the date of his or her application for registration as a registered qualified individual.

any change in any particulars provided in the person’s application for the registration, or renewal of registration, under section 8(1) or 10(1), as the case may be;

any change in any particulars provided under paragraph (a).

stating that the Registrar intends to make the modification or addition in the manner specified in the notice; and

specifying the period (being at least 14 days after the date of service of the written notice on the registered person) within which the registered person may make written representations to the Registrar with respect to the proposed modification or addition.

reject the representation;

amend the proposed modification or addition in any manner that the Registrar thinks fit having regard to the representation; or

withdraw the proposed modification or addition.

the Registrar rejects any written representation under subsection (3)(a);

the Registrar amends any proposed modification or addition under subsection (3)(b); or

no written representation is received by the Registrar within the period specified in subsection (2)(b), or any representation made under that provision is subsequently withdrawn, and the registered person has not given immediate effect to the modification or addition,the Registrar must issue a written direction to the registered person requiring the registered person to give effect to the modification or addition as specified in the notice under subsection (2) or as amended by the Registrar under subsection (3)(b) (as the case may be), within the period specified by the Registrar.

where the registered person mentioned in that provision is a registered qualified individual — the registered corporate service provider of which the registered person is —

the sole proprietor — if the corporate service provider is a sole proprietorship;

a partner — if the corporate service provider is a partnership, limited liability partnership or limited partnership; or

employed, engaged or appointed to provide corporate services for, or supervise the provision of corporate services by, the registered corporate service provider; or

where the registered person mentioned in that provision is a registered corporate service provider — the registered corporate service provider.

one or more registered qualified individuals; or

one or more prescribed persons under the supervision of a registered qualified individual.

where X carries on the business of providing the corporate service immediately before the date of commencement of this section — the last day of the prescribed period after that date; or

in any other case — the date on which X commences the business of providing the corporate service mentioned in subsection (1).

is treated as registered under section 10 as a registered qualified individual starting on that date; and

continues to be so treated until his or her deemed registration is suspended or cancelled under section 20(2) or 21(2) or (3).

when carrying out any act for any person other than X; or

when providing a corporate service (other than that mentioned in paragraph (e) of the definition of “corporate service” in section 2(1)) for, or supervising the provision of such corporate service by, X.

take all reasonable steps to satisfy himself, herself or itself that the person is not disqualified from acting as a director of a company under any written law; and

consider such factors as may be prescribed.

before providing any corporate service to a customer;

where the registered corporate service provider has reason to suspect money laundering, proliferation financing or terrorism financing;

where the registered corporate service provider has reason to doubt the veracity or adequacy of information obtained from earlier customer due diligence measures;

under other circumstances prescribed for the purposes of this subsection.

the registered corporate service provider has reason to suspect that the transaction for which the corporate service is intended to be provided relates to money laundering, proliferation financing or terrorism financing; and

the registered corporate service provider has reason to believe that performing the measures will tip off the customer or any other person.

decline to provide any corporate service to the customer;

terminate any ongoing provision of any corporate service to the customer;

determine whether to make a disclosure under section 45 of the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 or section 8 or 10 of the Terrorism (Suppression of Financing) Act 2002;

record the basis of the determination under paragraph (c); and

carry out any other prescribed measures.

detecting or preventing money laundering, proliferation financing or terrorism financing;

recording and reporting transactions suspected by the registered corporate service provider to involve money laundering, proliferation financing or terrorism financing;

giving effect to any FATF recommendation; or

requiring the registered corporate service provider to assess, and to report to the Registrar on, his, her or its compliance with a requirement mentioned in paragraph (a), (b) or (c).

identifying a customer of the registered corporate service provider and the customer’s agent (if any), and verifying their identities;

identifying every beneficial owner of his, her or its customer and verifying the identity of the beneficial owner;

obtaining information on the purpose and intended nature of the business relationship between the registered corporate service provider and his, her or its customer; and

any other measures for detecting or preventing money laundering, proliferation financing or terrorism financing.

if X ceases to meet one of the criteria specified under section 9(1)(a);

if the Registrar is satisfied that X or (if X is not an individual) any key appointment holder of X is not a fit and proper person;

if X’s registration was obtained through fraud or misrepresentation;

if X does not carry on a business of providing any corporate service; or

if X applies to the Registrar for X’s registration to be cancelled.

if Y ceases to be an accounting entity;

if the Registrar is satisfied that Y or (if Y is not an individual) any key appointment holder of Y is not a fit and proper person;

if Y does not carry on a business in Singapore of carrying out any designated activity in relation to the provision of any accounting service by Y; or

if Y applies to the Registrar for Y’s registration to be cancelled.

in relation to X, that X has contravened or failed to comply with —

any of the conditions of the registration; or

any requirement under this Act or the regulations, the contravention of or non‑compliance with which is not an offence under this Act; or

in relation to Y, that Y has contravened or failed to comply with any requirement under this Act or the regulations, the contravention of or non‑compliance with which is not an offence under this Act.

the Registrar has investigated the suspected contravention or non‑compliance; and

the Registrar has determined that —

there was no contravention or non‑compliance;

there was a contravention or non‑compliance and has taken regulatory action under section 19 for it; or

there was a contravention or non‑compliance and has decided not to take regulatory action under section 19 for it.

if Z is not a deemed registered corporate service provider —

any of the conditions of Z’s registration; or

any requirement under this Act or the regulations, the contravention of or non‑compliance with which is not an offence under this Act; or

if Z is a deemed registered corporate service provider — any requirement under this Act or the regulations, the contravention of or non‑compliance with which is not an offence under this Act.

cancel Z’s registration;

suspend Z’s registration for a period not exceeding 12 months;

restrict Z’s use of the electronic transaction system to the extent the Registrar thinks fit;

direct Z to pay, within a period specified in the direction, a financial penalty of an amount the Registrar thinks fit, but not exceeding $25,000 for each contravention or non‑compliance that is the subject of the regulatory action; or

censure Z.

cancel Z’s registration;

suspend Z’s registration for a period not exceeding 12 months; or

restrict Z’s use of the electronic transaction system to the extent the Registrar thinks fit.

if X ceases to be a qualified individual;

if the Registrar is satisfied that X is not a fit and proper person;

if X’s registration was obtained through fraud or misrepresentation; or

if X applies to the Registrar for X’s registration to be cancelled.

if Y ceases to be a key appointment holder of the deemed registered corporate service provider of which Y is deemed as a registered qualified individual, or a public accountant;

if the registration of the deemed registered corporate service provider is cancelled under section 18(2) or 19(2) or (3);

if the Registrar is satisfied that Y is not a fit and proper person; or

if Y applies to the Registrar for Y’s registration to be cancelled.

in relation to X, that X has contravened or failed to comply with —

any of the conditions of the registration; or

any requirement under this Act or the regulations, the contravention of or non‑compliance with which is not an offence under this Act; or

in relation to Y, that Y has contravened or failed to comply with any requirement under this Act or the regulations, the contravention of or non‑compliance with which is not an offence under this Act.

the Registrar has investigated the suspected contravention or non‑compliance; and

the Registrar has determined that —

there was no contravention or non‑compliance;

there was a contravention or non‑compliance and has taken regulatory action under section 21 for it; or

there was a contravention or non‑compliance and has decided not to take regulatory action under section 21 for it.

if Z is not a deemed registered qualified individual —

Z is contravening or not complying with, or has contravened or failed to comply with —

any of the conditions of Z’s registration; or

any requirement under this Act or the regulations, the contravention of or non‑compliance with which is not an offence under this Act; or

the Registrar is satisfied that Z, in providing any corporate service, has made any declaration, statement or undertaking under any ACRA Second Schedule Act or ACRA Fifth Schedule Act —

that is false or misleading; or

that Z was not authorised to make;

if Z is a deemed registered qualified individual — Z is contravening or not complying with, or has contravened or failed to comply with, any requirement under this Act or the regulations, the contravention of or non‑compliance with which is not an offence under this Act.

cancel Z’s registration;

suspend Z’s registration for a period not exceeding 12 months;

restrict Z’s use of the electronic transaction system to the extent the Registrar thinks fit;

direct Z to pay, within a period specified in the direction, a financial penalty of an amount the Registrar thinks fit, but not exceeding $10,000 for each contravention or non‑compliance that is the subject of the regulatory action; or

censure Z.

cancel Z’s registration;

suspend Z’s registration for a period not exceeding 12 months; or

restrict Z’s use of the electronic transaction system to the extent the Registrar thinks fit.

stating that the Registrar intends to take regulatory action against the registered person;

specifying the type of action in section 18(1) or (2), 19(2) or (3), 20(1) or (2) or 21(2) or (3) that the Registrar proposes to take, and (if applicable) each contravention or non‑compliance that is the subject of the action; and

specifying the time (being at least 14 days after the date of service of notice on the registered person) within which written representations may be made to the Registrar with respect to the proposed action.

the enforcement by any person of any right or claim against the registered person; or

the enforcement by the registered person of any right or claim against any person.

the Registrar’s refusal to grant or renew the registration of a registered corporate service provider under section 8;

the Registrar’s refusal to grant or renew the registration of a registered qualified individual under section 10;

a modification or addition of a condition of registration under section 13;

any regulatory action under section 18(1) or (2), 19(2) or (3), 20(1) or (2) or 21(2) or (3);

the Registrar’s refusal to cancel the registration of a registered person on an application made by the registered person under section 18(1)(e) or (2)(d) or 20(1)(d) or (2)(d).

reject the appeal and confirm the appealable decision;

allow the appeal and reverse the appealable decision; or

vary the appealable decision,and may impose any condition for the reversal or variation of the appeal decision that the Minister thinks fit.

one half of the amount of the maximum fine that is prescribed for the offence;

$20,000.

a certificate purporting to be under the hand of the Registrar certifying the amount of the financial penalty that is imposed, and the period specified for payment; or

where there is an appeal to the Minister under section 23, a certificate purporting to be under the hand of the Minister certifying the amount of financial penalty that is imposed, and the period specified for payment,is prima facie evidence of the facts stated in the certificate.

an officer, employee or agent of the corporation engaged in that conduct within the scope of his or her actual or apparent authority; and

the officer, employee or agent had that state of mind,is evidence that the corporation had that state of mind.

who is —

an officer of the corporation; or

an individual involved in the management of the corporation and in a position to influence the conduct of the corporation in relation to the commission of the offence; and

who —

consented or connived, or conspired with others, to effect the commission of the offence;

is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the corporation; or

knew or ought reasonably to have known that the offence by the corporation (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence,shall be guilty of that same offence as is the corporation, and shall be liable on conviction to be punished accordingly.

Chapters 5 and 5A of the Penal Code 1871; or

the Evidence Act 1893 or any other law or practice regarding the admissibility of evidence.

any person purporting to act in any such capacity; and

for a corporation whose affairs are managed by its members, any of those members as if the member were a director of the corporation;

action towards —

assessing the corporation’s compliance with the provision creating the offence; and

ensuring that the corporation arranged regular professional assessments of its compliance with the provision;

action towards ensuring that the corporation’s employees, agents and contractors are provided with information, training, instruction and supervision appropriate to them to enable them to comply with the provision creating the offence so far as the provision is relevant to them;

action towards ensuring that —

the equipment and other resources; and

the structures, work systems and other processes,relevant to compliance with the provision creating the offence are appropriate in all the circumstances;

action towards creating and maintaining a corporate culture that does not direct, encourage, tolerate or lead to non‑compliance with the provision creating the offence;

the knowledge, intention, opinion, belief or purpose of the person; and

the person’s reasons for the intention, opinion, belief or purpose.

an employee or agent of the unincorporated association or partnership engaged in that conduct within the scope of his or her actual or apparent authority; and

the employee or agent had that state of mind,is evidence that the unincorporated association or partnership had that state of mind.

who is —

an officer of the unincorporated association or a member of its governing body;

a partner in the partnership; or

an individual involved in the management of the unincorporated association or partnership and in a position to influence the conduct of the unincorporated association or partnership (as the case may be) in relation to the commission of the offence; and

who —

consented or connived, or conspired with others, to effect the commission of the offence;

is in any other way, whether by act or omission, knowingly concerned in, or is party to, the commission of the offence by the unincorporated association or partnership; or

knew or ought reasonably to have known that the offence by the unincorporated association or partnership (or an offence of the same type) would be or is being committed, and failed to take all reasonable steps to prevent or stop the commission of that offence,shall be guilty of the same offence as is the unincorporated association or partnership (as the case may be), and shall be liable on conviction to be punished accordingly.

Chapters 5 and 5A of the Penal Code 1871; or

the Evidence Act 1893 or any other law or practice regarding the admissibility of evidence.

any person holding a position analogous to that of president, secretary or member of a committee of the unincorporated association; and

any person purporting to act in any such capacity;

whether a person is a registered corporate service provider or registered qualified individual;

a condition of registration imposed on a registered person under this Act;

any regulatory action taken against a registered person under this Act or any other ACRA Second Schedule Act;

any determination of the Minister in respect of a registered person under this Act or any other ACRA Second Schedule Act; and

any regulatory action or civil or criminal proceedings against a registered person under the law of a country or territory outside Singapore for a contravention of any law relating to the prevention of money laundering, proliferation financing or terrorism financing.

by giving it to the individual personally;

by sending it by prepaid registered post to the address specified by the individual for the service of documents or, if no address is so specified, the individual’s residential address, contact address or business address;

by leaving it at the individual’s residential address with an adult apparently resident there, at the individual’s contact address with an adult apparently resident or employed there, or at the individual’s business address with an adult apparently employed there;

by affixing a copy of the document in a conspicuous place at the individual’s residential address, contact address or business address;

by sending it by fax to the fax number last known to the person giving or serving the document as the fax number for the service of documents on the individual; or

by sending it by email to the individual’s last email address.