Statute Details
- Title: Corporate Service Providers (Exemptions) Order 2025
- Act Code: CSPA2024-S294-2025
- Legislation Type: Subsidiary legislation (SL)
- Authorising Act: Corporate Service Providers Act 2024
- Enacting Authority: Minister for Finance (pursuant to section 34 of the Corporate Service Providers Act 2024)
- SL Citation: S 294/2025
- Date Made: 5 May 2025
- Commencement: 9 June 2025
- Status: Current version as at 27 Mar 2026
- Key Provisions (from extract): Section 2 (Exemptions), including exemptions from section 7 of the Corporate Service Providers Act 2024 for certain director/nominee shareholder arrangements; and exemptions relating to ACRA electronic transactions under Part 4 of the Corporate Service Providers Regulations 2025
What Is This Legislation About?
The Corporate Service Providers (Exemptions) Order 2025 (“the Order”) is a targeted set of exemptions issued under the Corporate Service Providers Act 2024 (“CSPA”). In plain terms, it clarifies when certain activities—particularly those involving nominee directors, nominee shareholders, and certain ACRA-related administrative work—are treated as outside the scope of specific regulatory requirements in the Act and regulations.
At a high level, the CSPA establishes a licensing and regulatory framework for corporate service providers (“CSPs”), aiming to manage risks associated with corporate services such as acting as directors, nominee shareholders, and providing corporate administration. However, not every person who performs a role that resembles a “corporate service” is intended to be captured by the strictest rules. The Order therefore carves out defined situations where the regulatory burden in section 7 of the CSPA (and certain regulatory requirements in Part 4 of the Corporate Service Providers Regulations 2025) does not apply.
For practitioners, the practical value of the Order lies in its precision. It does not broadly deregulate corporate services; instead, it sets conditions—especially around whether the person is acting “by way of business” and whether a registered CSP has arranged the role. It also draws a careful boundary around ACRA electronic transactions, exempting certain “ACRA transactions” while excluding transactions that involve core corporate service functions (such as forming corporations, acting as directors/secretaries, providing registered office services, or acting as nominee shareholders).
What Are the Key Provisions?
1. Exemption from section 7 for director arrangements (section 2(1))
Section 2(1) provides that section 7 of the CSPA does not apply to a person who acts as a director of a corporation by way of business, where a registered corporate service provider has arranged for that person to act as a director. The exemption applies even where the registered CSP arranges for the person to act as a nominee director of the company by way of business under section 145A(1)(b) of the Companies Act 1967.
In practical terms, this means that the “director by way of business” scenario—often associated with nominee directorships—will not trigger the section 7 consequences for the individual director if the appointment is properly arranged through a registered CSP. The condition is crucial: the CSP must be registered, and the CSP must have arranged the director’s role.
2. Exemption from section 7 for nominee shareholder arrangements (section 2(2))
Section 2(2) similarly states that section 7 of the CSPA does not apply to a person who acts as a nominee shareholder of a corporation by way of business, where a registered CSP has arranged for that person to act on behalf of the corporation.
However, the exemption contains an important carve-out: it does not apply where the corporation’s securities are listed on an approved exchange within the meaning of section 2(1) of the Securities and Futures Act 2001. This signals a heightened regulatory sensitivity for listed entities, where nominee structures may be subject to additional governance and disclosure expectations.
3. Exemption from Part 4 of the Corporate Service Providers Regulations 2025 for certain ACRA transactions (section 2(3))
Section 2(3) addresses a different regulatory layer. It provides that Part 4 of the Corporate Service Providers Regulations 2025 does not apply to a registered CSP who carries on the business of carrying out ACRA transactions 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.
This exemption is designed to prevent over-regulation of routine administrative filings and electronic submissions made through ACRA systems, provided the CSP is acting in a capacity as secretary and is using the electronic transaction system to execute ACRA transactions.
4. Limits to the ACRA exemption: excluded transaction types (section 2(4))
Section 2(4) is the key limitation. Paragraph (3) does not apply where the registered CSP carries out an ACRA transaction using the electronic transaction system that concerns any of the following:
- (a) forming, on behalf of another person, a corporation or other legal person;
- (b) acting, or arranging for another person to act, as:
- (i) a director or secretary of a corporation;
- (ii) 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 (again excluding corporations whose securities are listed on an approved exchange);
- (e) carrying out any designated activity in relation to the provision of any accounting service.
These exclusions are significant because they identify the types of activities most closely aligned with “corporate services” that regulators typically want to keep under tighter control. The exemption for ACRA electronic transactions therefore applies to certain administrative filings, but not to transactions that effectively involve the CSP performing or arranging core corporate roles (directorship, secretaryship, nominee shareholding), providing addresses/registered office services, forming entities, or engaging in designated accounting-related activities.
5. “Electronic transaction system unavailable” extension (section 2(5))
Section 2(5) clarifies that a reference to carrying out an ACRA transaction using the electronic transaction system includes carrying out the transaction by other means specified or directed by the ACRA Registrar if the electronic transaction system is unavailable. This ensures continuity of the exemption in operational contingencies, preventing technical downtime from forcing CSPs into a different compliance regime.
How Is This Legislation Structured?
The Order is short and structured around a simple framework:
- Section 1 (Citation and commencement): establishes the name of the Order and its commencement date (9 June 2025).
- Section 2 (Exemptions): contains the substantive exemptions. It is organised into multiple paragraphs:
- Paragraph (1): director-by-way-of-business exemption tied to arrangement by a registered CSP (including nominee director arrangements under the Companies Act).
- Paragraph (2): nominee shareholder exemption tied to arrangement by a registered CSP, with a listed-entity carve-out.
- Paragraph (3): exemption from Part 4 of the CSP Regulations for certain ACRA electronic transactions carried out by a registered CSP as secretary or on behalf of another person.
- Paragraph (4): enumerates excluded transaction categories that remove the benefit of the ACRA exemption.
- Paragraph (5): extends the “electronic transaction system” concept to alternative methods directed by ACRA when the system is unavailable.
Notably, the Order does not create a new licensing regime; it operates as a compliance “switchboard” that determines when certain statutory/regulatory provisions do not apply.
Who Does This Legislation Apply To?
The Order primarily affects:
- Individuals who act as directors or nominee shareholders “by way of business” (because the exemption is framed as “section 7 of the Act does not apply” to such persons); and
- Registered corporate service providers who carry out ACRA transactions using the electronic transaction system and who may otherwise fall within Part 4 of the CSP Regulations.
In both the director and nominee shareholder exemptions, the decisive factor is the presence of a registered CSP that has arranged the person’s role. This means that the exemption is not automatic merely because the role resembles a nominee arrangement; it depends on the contractual/operational arrangement being channelled through a registered CSP.
For the ACRA-related exemption, the Order applies to registered CSPs conducting business of carrying out ACRA transactions electronically, but it is limited by the excluded transaction categories. Accordingly, CSPs must assess the substance of the ACRA transaction (e.g., whether it involves forming entities, appointing directors/secretaries, providing registered office/address services, or nominee shareholding) rather than focusing solely on the method of filing.
Why Is This Legislation Important?
This Order is important because it clarifies compliance boundaries in a high-risk area of corporate administration. Nominee directorships and nominee shareholding arrangements can raise governance, beneficial ownership, and regulatory integrity concerns. By tying exemptions to arrangements made by registered CSPs, the Order supports the policy objective that regulated entities remain the gatekeepers for such services.
From a practitioner’s perspective, the Order reduces uncertainty in two common operational contexts:
- Nominee role appointments: lawyers advising individuals who may be appointed as nominee directors or nominee shareholders need to understand that section 7 of the CSPA will not apply if the appointment is arranged by a registered CSP and (for nominee shareholders) the corporation is not a listed entity on an approved exchange.
- ACRA electronic filings: corporate secretarial and administrative work often involves ACRA transactions. The Order provides a practical exemption from Part 4 of the CSP Regulations for certain electronic ACRA transactions, but it requires careful screening to ensure the transaction does not fall within the excluded categories.
Finally, the listed-entity carve-out underscores that the regulatory approach is not uniform across all corporate types. Where securities are listed on an approved exchange, the exemption for nominee shareholder arrangements is narrower, reflecting additional oversight expectations for public markets.
Related Legislation
- Corporate Service Providers Act 2024
- Corporate Service Providers Regulations 2025 (including Part 4)
- Companies Act 1967 (including section 145A on nominee directors)
- Securities and Futures Act 2001 (including section 2(1) definition of “approved exchange”)
- Futures Act 2001 (listed in metadata as related legislation)
Source Documents
This article provides an overview of the Corporate Service Providers (Exemptions) Order 2025 for legal research and educational purposes. It does not constitute legal advice. Readers should consult the official text for authoritative provisions.