Overview
This Act establishes the framework for Registered Agents and Corporate Service Providers (CSPs) that support the incorporation, maintenance and administration of entities in Neves. It positions these intermediaries as key gatekeepers for quality, transparency and client due diligence, closely linked to licensing, beneficial ownership and AML / CFT expectations.
Purpose of the Act
The Registered Agents & Corporate Service Providers Act defines who may act as a Registered Agent or CSP in Neves, the standards they must meet and how they interact with the Neves Licensing Authority, the Registrar of Companies and competent bodies.
- Sets entry standards and approval for Registered Agents and CSPs.
- Clarifies ongoing duties, including fit-and-proper, governance and controls.
- Links agent and CSP work to beneficial ownership, AML / CFT and company records.
- Provides for cooperation, oversight and consequences in case of non-compliance.
(1) This Act may be cited as the Registered Agents & Corporate Service Providers Act, 2025.
(2) This Act shall come into operation on such date as may be appointed by Order of the Minister responsible for finance and financial services (“the Minister”) and published in the Official Gazette.
In this Act, unless the context otherwise requires—
- “Authority” means the Neves Licensing Authority established under the Neves Licensing Authority Establishment Act, 2025;
- “Board” means the Board of the Neves Licensing Authority;
- “company” has the meaning given in the Registrar of Companies Act, 2025;
- “Corporate Service Provider” or “CSP” means a person that provides company formation, administration or related corporate services in or from Neves, and that is required under this Act or another sovereign Act to be approved or recognised by the Authority;
- “Registered Agent” means a person approved and recognised under this Act to act as Registered Agent for entities in Neves;
- “fit and proper” refers to the standards of honesty, integrity, competence and financial soundness specified in the Licensing & Authorisation Act, 2025 and guidance issued by the Authority;
- “this Act” includes any Rules and Orders made under it.
(1) This Act shall be read together with and in addition to the Neves Licensing Authority Establishment Act, 2025, the Licensing & Authorisation Act, 2025, the Registrar of Companies Act, 2025, the Beneficial Ownership & Transparency Act, 2025, the AML / CFT & Financial Crime Prevention Act, 2025, the Market Conduct & Consumer Protection Act, 2025 and the Complaints, Investigations & Enforcement / Redress Act, 2025.
(2) Where there is any inconsistency between this Act and another enactment that refers to it, this Act shall prevail to the extent of the inconsistency, unless expressly provided otherwise.
(1) A person shall not act as a Registered Agent or CSP in or from Neves unless approved or recognised by the Authority in accordance with this Act and the Licensing & Authorisation Act, 2025.
(2) The Authority may specify categories of agents or CSP activity that require separate approvals or additional conditions.
(1) An application to be approved as a Registered Agent or CSP shall be made in the form and manner specified by the Authority.
(2) Applications shall include information on ownership, governance, senior management, systems and controls, and any other information reasonably required by the Authority.
(1) The Authority shall not approve an applicant as a Registered Agent or CSP unless it is satisfied that the applicant and its key persons are fit and proper.
(2) Applicants shall have adequate governance, staffing, systems, controls and financial resources to carry out their functions in line with this Act and related Acts.
(1) Where an applicant is approved, the Authority shall recognise it as a Registered Agent or CSP and may include it on a public list maintained on the Authority’s website.
(2) The Authority may indicate on the list any conditions or scopes that apply to the approval.
(1) Registered Agents and CSPs shall take reasonable steps to understand the identity of their clients, the purpose of entities and arrangements for which they act, and the nature of activities to be undertaken in or from Neves.
(2) This duty shall be applied in a manner consistent with the AML / CFT & Financial Crime Prevention Act, 2025 and guidance issued under that Act.
(1) Registered Agents and CSPs shall have documented criteria for accepting and maintaining clients, including factors relating to integrity, business model and geographic risk.
(2) Risk assessments of clients and structures shall be kept up to date and be subject to periodic review.
(1) Registered Agents and CSPs shall maintain adequate records of entity formation, constitutional documents, client due diligence, beneficial ownership, and key decisions taken in relation to entities they administer.
(2) Records shall be kept in a form that allows timely access by the Authority, the Registrar of Companies and other competent bodies in accordance with applicable Acts.
(1) Registered Agents and CSPs shall act honestly, fairly and with due skill, care and diligence in carrying out their functions.
(2) They shall avoid facilitating structures or activities that they know or ought reasonably to know involve abuse of Neves law or international standards relating to financial crime.
(1) Registered Agents shall act as the primary interface for companies with the Registrar of Companies for incorporation, name changes, annual returns and other filings, unless otherwise permitted by the Registrar.
(2) They shall take reasonable care to ensure that filings made on behalf of entities are accurate, complete and timely.
(1) Registered Agents and CSPs shall comply with the Beneficial Ownership & Transparency Act, 2025 in relation to the collection, maintenance and updating of beneficial ownership information.
(2) Where the Authority or other competent body is granted access to beneficial ownership records, Registered Agents and CSPs shall cooperate with such access in accordance with applicable law.
(1) Registered Agents and CSPs shall align their due diligence, ongoing monitoring and record-keeping with expectations set out in the AML / CFT & Financial Crime Prevention Act, 2025 and associated guidance.
(2) They shall have appropriate escalation processes for concerns relating to financial crime risk.
(1) Registered Agents and CSPs shall maintain governance arrangements that clearly allocate responsibility for key functions, including client acceptance, compliance, risk and operations.
(2) Senior management shall oversee the effectiveness of systems and controls and ensure that adequate resources are provided.
(1) Registered Agents and CSPs shall have systems and controls proportionate to the nature, scale and complexity of their business.
(2) Staff shall receive appropriate training on duties under this Act and related Acts, including AML / CFT, beneficial ownership and client protection.
(1) Where functions are outsourced to third parties, Registered Agents and CSPs remain responsible for meeting their duties under this Act.
(2) Outsourcing arrangements shall be documented, monitored and subject to appropriate safeguards.
(1) Registered Agents and CSPs approved under this Act shall be subject to oversight by the Authority and other competent bodies in line with the Supervisory Oversight & Risk-Based Supervision Act, 2025.
(2) Oversight may include offsite reviews, onsite visits and thematic work.
(1) Registered Agents and CSPs shall cooperate with supervisory work and investigations under this Act, the Investigations & Information-Gathering Powers Act, 2025 and the Enforcement & Administrative Sanctions Act, 2025.
(2) Cooperation includes providing access to records, systems and staff as reasonably required.
(1) Where a Registered Agent or CSP fails to comply with this Act or related Acts, the Authority may consider measures under the Supervisory Oversight & Risk-Based Supervision Act, 2025 and the Enforcement & Administrative Sanctions Act, 2025, including conditions, restrictions or recommendations regarding approval status.
(2) Serious or repeated failings may result in a recommendation to withdraw approval or recognition, subject to applicable procedures and due process safeguards.
(1) Registered Agents and CSPs shall provide clients with clear information on the scope of services, key duties, fees and any limitations on their role.
(1) Registered Agents and CSPs shall maintain internal processes to receive, record and respond to client complaints in a timely and fair manner.
(2) They shall cooperate with any complaint-handling processes established under the Complaints, Investigations & Enforcement / Redress Act, 2025.
(1) Entities acting as Registered Agents or CSPs at the date of commencement of this Act shall, within the period specified by the Authority, apply for approval or recognition under this Act.
(2) The Authority may set transitional milestones for alignment with the standards and expectations of this Act.
(1) The Minister may, on the recommendation of the Authority, make Rules or Orders for the better carrying out of the purposes of this Act, including but not limited to—
- specifying approval categories and conditions;
- setting minimum standards for governance, systems and controls;
- defining record-keeping and reporting expectations; and
- establishing transitional timeframes for existing providers.
Nothing in this Act shall limit any powers or obligations arising under the Neves Licensing Authority Establishment Act, 2025, the Licensing & Authorisation Act, 2025, the Registrar of Companies Act, 2025, the Beneficial Ownership & Transparency Act, 2025, the AML / CFT & Financial Crime Prevention Act, 2025, the Market Conduct & Consumer Protection Act, 2025, the Complaints, Investigations & Enforcement / Redress Act, 2025, the Supervisory Oversight & Risk-Based Supervision Act, 2025 or any other sovereign Act overseen by the Neves Licensing Authority.
This Act shall bind the State.
Neves Licensing Authority
Neves Licensing Authority
