Register of Nominee Directors
Register of Nominee Directors entails the registration of the company’s nominee director and the particulars of these director’s nominators under the Singapore Companies Act, Cap 50 (CA). In simple terms, a nominee director is a person chosen and obligated to act in a stipulated manner, which is by another person’s instruction, guidelines, or wishes.
For example, a company can nominate a nominee director to vote during a shareholder meeting in the company’s interest.
Requirements of Companies incorporated Under Companies Act
- A nominee director is required under the law to inform his company of his status as the company’s nominee director, alongside other required particulars. If the company was incorporated on or after 31 March 2017, the nominee director has thirty days to fulfill this requirement. However, if the company is incorporated before 31 March 2017, the nominee director has sixty days after 31 March 2017 to inform his company of his status and disclose the necessary particulars. In addition, if there is a change of status of the nominee director, they have thirty days to tell this change to his company.
- The company must keep the nominee directors’ register either in paper or electronic format and need not be filed with ACRA.
- Upon summoning, the company is to produce the register of nominee directors and any similar documentation to the Registrar, an officer of ACRA, or a public agency.
Companies Exempted from applying for the Register of Nominee Directors
The register of nominee directors is compulsory for all companies except for the ones exempted, which include;
- Singapore financial institutions. It also includes wholly-owned subsidiaries of such companies.
- Public companies whose share is listed for quotation on an approved stock exchange in Singapore and wholly-owned subsidiaries of such companies.
- Government-owned companies and wholly-owned subsidiaries of such companies.
- Companies under a statutory body and entirely owned by such Act for a general-purpose.
- Companies whose shares are listed on the security exchange of countries or territories outside Singapore, and subjected to regulatory disclosure requirements and requirements relating to adequate transparency in respect of their beneficial owners, as enforced through stock exchange rules, law, or other enforceable means.
For more information, you can check out ACRA’s guidance on the register of nominee directors.