Singapore’s reputation as a global business hub is built on a strong foundation of regulatory frameworks that emphasise transparency, accountability, and legal compliance. One such critical component is the Register of Nominee Shareholders (RONS).
In this article, we will explore the significance of RONS in Singapore, its purpose, legal requirements, and how recent developments, including ACRA’s latest regulations, have further strengthened corporate governance in the city-state.
Understanding Register of Nominee Shareholders (RONS) in Singapore
The Register of Nominee Shareholders (RONS) in Singapore is a confidential record companies maintain to identify individuals or entities holding shares on behalf of others. These entities, referred to as nominee shareholders or nominee companies, act as intermediaries for beneficial owners who seek to protect their privacy while holding interests in a Singaporean company.
This practice of employing nominee shareholders is particularly common in jurisdictions that prioritise privacy in corporate ownership arrangements, and it allows individuals and entities to invest in companies while keeping their ownership discreet, safeguarding their financial privacy, and maintaining a lower profile in the public eye.
However, certain locally incorporated companies in Singapore are eligible for exemptions from maintaining a Register of Nominee Shareholders (RONS). These exemptions are granted to specific categories of companies to streamline regulatory processes and reduce compliance burdens. The following categories of companies are exempted:
(a) Listed Public Companies: Public companies whose shares are listed for quotation on an approved exchange in Singapore are exempted from certain regulatory requirements.
(b) Singapore Financial Institutions: Companies classified as Singapore financial institutions also enjoy exemptions from certain regulatory obligations.
(c) Government-Owned Companies: Companies that are wholly owned by the Government of Singapore are exempted from specific regulatory requirements.
(d) Statutory Body-Owned Companies: Companies that are wholly owned by a statutory body established by or under a public Act for a public purpose are granted exemptions from particular regulatory obligations.
(e) Wholly-Owned Subsidiaries: Companies that operate as wholly-owned subsidiaries of entities falling under sub-paragraphs (a), (b), (c), or (d) also benefit from these exemptions.
(f) Internationally Listed Companies: Companies whose shares are listed on a securities exchange in a country or territory outside Singapore and are subject to regulatory disclosure requirements and transparency standards regarding beneficial ownership, as mandated by stock exchange rules, laws, or other enforceable means, are eligible for certain exemptions.
These exemptions aim to simplify the regulatory environment for eligible companies, acknowledging their status and compliance with regulatory standards in their respective categories. However, it is essential for exempted companies to continue adhering to any specific requirements imposed by their exempted status or the regulatory authorities to ensure continued compliance and good corporate governance.
Purpose of Register of Nominee Shareholders in Singapore
The Register of Nominee Shareholders (RONS) in Singapore serves several important purposes, all of which contribute to maintaining transparency, accountability, and regulatory compliance in the city-state’s corporate landscape. Here are the primary purposes of RONS in Singapore:
Privacy Protection:
One of the fundamental purposes of RONS is to protect the privacy of beneficial owners. Beneficial owners are individuals or entities that hold shares in a company through nominee shareholders. By recording nominee shareholders’ details in the register, RONS helps safeguard the anonymity of beneficial owners, allowing them to maintain their privacy while still holding interests in Singaporean companies.
Regulatory Compliance:
Singapore is committed to preventing money laundering, tax evasion, and other illicit financial activities. RONS plays a crucial role in ensuring that companies and nominee shareholders comply with relevant regulations, particularly anti-money laundering (AML) and counter-terrorism financing (CTF) laws. It helps track and verify nominee shareholders’ identities and activities to prevent illegal financial transactions.
Transparency:
While RONS is designed to protect privacy, it also fosters transparency within the corporate sector. Shareholders, directors, and regulatory authorities have the right to access the register, allowing them to understand the ultimate ownership structure of a company, even if nominee shareholders are involved. This transparency is essential for corporate governance, accountability, and maintaining Singapore’s reputation as a trustworthy business destination.
Due Diligence:
RONS assists in conducting due diligence, especially during corporate transactions such as mergers, acquisitions, or investments. Interested parties, including potential investors and acquirers, can use the register to verify the ownership structure of a company and assess potential risks associated with nominee shareholders. This helps in making informed decisions and managing risks effectively.
Legal Compliance:
Maintaining accurate RONS is a legal requirement in Singapore. Companies must keep the register up-to-date and ensure that it contains all relevant information about their nominee shareholders. Failure to comply with this legal requirement can result in penalties, including fines and potential legal action against company officers. Therefore, RONS ensures that companies remain in compliance with the law.
Latest ACRA Regulations For RON
To enhance Singapore’s corporate governance regime, the Accounting and Corporate Regulatory Authority (ACRA) recently implemented new regulations regarding the control of corporate entities. These regulations, last updated on 25 October 2022, have a significant impact on RONS and corporate compliance in Singapore:
- Mandatory RONS Requirements: Under these new regulations, all companies are now required to maintain a Register of Nominee Shareholders (RONS) at their registered office or the registered office of their appointed Registered Filing Agent. The RONS must contain all the particulars of the company’s nominee shareholders and be set up by 5 December 2022.
- Complementary Registers: These new requirements complement previous legislation on the maintenance of the Register of Registrable Controller (RORC) and Register of Nominee Directors (ROND). The RORC, in particular, must identify a registrable controller. Previously, publicly listed companies and certain others were allowed to omit this information. However, the new regime mandates that such companies must identify individuals with executive control as their registrable controllers, including company directors with executive control and Chief Executive Officers. LLPs’ partners with executive control are also identified as registrable controllers.
Given the complexity of these new regulations and the potential pitfalls in compliance, companies are encouraged to engage service providers offering corporate secretarial services. These experts can assist companies in fulfilling their obligations for RONS, ROND, and RORC to ensure compliance and accuracy in filing.
Balancing Privacy and Transparency
Singapore has successfully struck a balance between protecting the privacy of investors who use nominee shareholders and ensuring transparency in corporate ownership. This equilibrium is essential for maintaining Singapore’s credibility as a global business destination.
By enacting rigorous legal requirements and regulated access to RONS, Singapore showcases a model that respects the privacy rights of investors while adhering to international standards of financial transparency. This balance fosters investor confidence and helps prevent illicit activities such as money laundering and tax evasion.
Conclusion
The Register of Nominee Shareholders (RONS) in Singapore is a cornerstone of the city-state’s commitment to maintaining a transparent and well-regulated business environment. It exemplifies how a nation can uphold privacy rights while ensuring transparency and accountability in corporate governance.
Recent ACRA regulations have further strengthened Singapore’s corporate governance framework, emphasising the importance of RONS, ROND, and RORC in fostering a trustworthy and secure business landscape. This approach continues to make Singapore an attractive destination for investors and businesses worldwide.
