How to Set Up a Register of Nominee Directors
The Register of Nominee Directors is a register of a company’s nominee directors and the particulars of these directors’ nominators. Following amendments to the Singapore Companies Act (CA), it is compulsory for all companies (unless exempted) to maintain this register from 31 March 2017 onwards.
The Singapore Accounting and Corporate Regulatory Authority is empowered to require any company to produce its Register of Nominee Directors and supporting documents for inspection and/or examination.
If a company is found to have breached its duties in relation to this Register, the company – along with any company officers in default – can be fined up to $5,000.
This article explains how to set up a Register of Nominee Directors so you don’t fall foul of the law. If you are looking for how to set up a Register of Controllers (another compulsory requirement from 31 March 2017 onwards), check out our article on setting up a Register of Controllers instead.
Alternatively, if you just need our free template Register of Nominee Directors, skip to the bottom of this article!
Table of contents
- Scope of article
- The Register of Nominee Directors
- Who is a nominee director?
- Nominee directors to inform their companies of their nominee directorship
- Which particulars have to be recorded in the Register of Nominee Directors?
- Keying particulars of nominators into the Register of Nominee Directors
- Where is the Register of Nominee Directors to be kept?
- Must the Register of Nominee Directors be in hard or soft copy?
- Deadline to create the Register of Nominee Directors
- Inspection of the Register of Nominee Directors
- Companies exempted from maintaining a Register of Nominee Directors
- Get a free template Register of Nominee Directors
Scope of article
This article aims to provide guidance on creating the Register of Nominee Directors to small business owners who:
- Have incorporated a company in Singapore; and
- Will be creating and maintaining their companies’ Register of Nominee Directors in their capacity as company secretary (instead of engaging a registered filing agent to handle things for them).
If you are unsure of how to create or maintain your company’s Register of Nominee Directors, you may wish to engage a corporate secretarial firm.
The Register of Nominee Directors
Who is a nominee director?
For the purposes of the Register of Nominee Directors, a “nominee director” is a director who is:
“accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person”.
For example, a substantial shareholder of the company may nominate a nominee director to vote in the shareholder’s interests during board meetings, in accordance with its directions, instructions or wishes.
A foreigner wishing to incorporate a company in Singapore may also nominate a person ordinarily resident in Singapore as nominee director of his company, as a matter of formality. (The CA requires companies incorporated in Singapore to have at least one director ordinarily resident in Singapore.)
Nominee directors to inform their companies of their nominee directorship
Nominee directors are now required to inform their companies of their status as the company’s nominee director, and provide certain particulars of his nominator (more on this below) to be keyed into the Register of Nominee Directors, by certain deadlines.
If the company was incorporated on or after 31 March 2017, the nominee director must disclose his nominee directorship and his nominator’s particulars to the company within 30 days after the date of the company’s incorporation.
If however the company was incorporated before 31 March 2017, the nominee director must disclose his nominee directorship and his nominator’s particulars to the company within 60 days after 31 March 2017, i.e. 30 May 2017.
In addition, regardless of when the company was incorporated, a person who has just become a nominee director must disclose his nominee directorship and his nominator’s particulars to the company within 30 days of becoming a nominee.
The nominee director is also required to disclose changes to his status as nominee director (e.g. if he ceases to be a nominee), or changes to the particulars of his nominator, to the company within 30 days of such changes.
If you know who your company’s nominee directors are, you aren’t required by the law to ask them to disclose their nominee directorship and/or their nominators’ particulars. However, you may still want to do so, as a courtesy. This is because nominee directors who fail to make the required disclosures can be fined up to $5,000.
Which particulars have to be recorded in the Register of Nominee Directors?
Apart from informing the company of his status as nominee director, the nominee director will have to provide the company with certain particulars of his nominator to be recorded in the Register of Nominee Directors.
If the nominee director was nominated by an individual, the following particulars of the nominator are required:
- Full name;
- Aliases, if any;
- Residential address;
- Identity card number / Passport number;
- Date of birth; and
- Date on which the director became the individual’s nominee.
On the other hand, nominee directors nominated by legal entities need to provide the following of their nominators’ particulars:
- Unique entity number issued by the Registrar, if any;
- Address of registered office;
- Legal form of the legal entity;
- Jurisdiction where, and statute under which, the legal entity is formed or incorporated;
- Name of the corporate entity register of the jurisdiction in which the legal entity is formed or incorporated, if applicable;
- Identification number or registration number of the legal entity on the corporate entity register of the jurisdiction where the legal entity is formed or incorporated, if applicable; and
- Date on which the director became the legal entity’s nominee.
IMPORTANT: the particulars are of the nominee director’s NOMINEE, and not of the nominee director himself!
Keying particulars of nominators into the Register of Nominee Directors
To start things off, type the following statement into an empty Register of Nominee Directors:
“As of [date], the company has not received any information on nominee directors of the company.”
(If you already know who your company’s nominee directors are, you can skip the above statement and start keying the particulars that you already know into the Register of Nominee Directors.)
Then, wait for nominee directors to inform you of their status and provide you with the required particulars.
As you receive these particulars, key them into the Register of Nominee Directors. That’s it!
Conveniently, after sending Notices to directors for the purposes of setting up your company’s Register of Controllers, some directors may reply to say that they aren’t registrable controllers because they don’t have “significant control” of the company. (More on these concepts in our Register of Controllers article.) Rather, these directors are only acting on the instructions of someone else.
If so, they’re likely to be nominee directors and you should get them to confirm their status with you.
And if they are in fact nominee directors, ask them to provide you with the required particulars.
Also, if you’d prefer not to wait around, you can check in with persons you think are nominee directors of your company to get them to provide you with their particulars. You aren’t legally obliged to, but you may want to do so as a courtesy to them.
Where is the Register of Nominee Directors to be kept?
The Register of Nominee Directors is to be kept at your company’s registered office.
Must the Register of Nominee Directors be in hard or soft copy?
The Register of Nominee Directors can be kept in either hard or soft copy.
You could create the register electronically (using e.g. either Microsoft Word or Excel), and then keep a hard copy printout of it for filing purposes.
Deadline to create the Register of Nominee Directors
Inspection of Register of Nominee Directors
The Register of Nominee Directors is not to be disclosed or made available for inspection by any member of the public. Companies (as well as any company officer) in default may be slapped with a fine of up to $5,000.
However, the Register of Nominee Directors, the information contained in it, and any documents relating to them/the keeping of them must be made available to certain public agencies (and their officers). These include:
- Singapore Police Force
- Commercial Affairs Department
- Corrupt Practices Investigation Bureau
- Inland Revenue Authority of Singapore
Officers from these public agencies are allowed to inspect, examine and make copies of the Register of Controllers and its supporting documents.
Examples of supporting documents which officers from public agencies may request for include:
- For nominators who are Singapore citizens or Singapore permanent residents: a copy of their NRIC.
- For nominators who are foreign individuals: a copy of their passport, and document verifying their residential address (e.g. a utility bill).
- For nominators who are foreign legal entities not registered in Singapore: a copy of the certificate of registration from the nominator’s jurisdiction of incorporation. If the certificate does not show the nominator’s registered office address, a document to verify the nominator’s registered office address will also be required (e.g. a utility bill).
- Documentary proof of the particulars entered into the Register of Nominee Directors, as sent by their corresponding nominator. Such proof can include replies to notices, and other correspondence from the nominators.
Companies exempted from maintaining a Register of Nominee Directors
The following companies are exempted from maintaining a Register of Nominee Directors:
- Public companies which shares are listed for quotation on an approved stock exchange in Singapore, and the wholly-owned subsidiaries of such companies
- Singapore financial institutions, and the wholly-owned subsidiaries of such companies
- Companies wholly-owned by the Singapore Government, and the wholly-owned subsidiaries of such companies
- Companies wholly-owned by statutory bodies established by or under a public Act for a public purpose, and the wholly-owned subsidiaries or such companies
- Companies which have their shares listed on foreign stock exchanges and which are subject to regulatory disclosure requirements and requirements relating to adequate transparency in respect of their beneficial owners, as imposed through enforceable means (e.g. stock exchange rules and law).
Get a free template Register of Nominee Directors
We’ve prepared a free template Register of Nominee Directors according to the prescribed requirements for your use. To grab your copy, simply provide us with your email address below!
Where should we send the template to?
As thanks for downloading our template, we'll also email you free fortnightly updates on Singapore business law matters.
Reminder: if your company is required to maintain a Register of Nominee Directors, it will also be required to maintain a Register of Controllers. Feel free to check out our guide on setting up a Register of Controllers here.
Need help creating a Register of Nominee Directors? Check out our competitive rates for corporate secretarial services.
- What are Annual General Meetings (AGMs) in Singapore?
- Anti-Money Laundering Regulations and Your Business: What You Need to Know
- Price-Fixing, Bid-Rigging and Other Anti-Competitive Practices to Avoid
- Dividend Payments Guide for Singapore Business Owners
- Company Audits in Singapore: Requirements and Exemptions
- Guide to Transferring Shares in a Singapore Private Company
- How to Hold Extraordinary General Meetings (EGMs) in Singapore
- How to Issue Shares in a Singapore Private Company
- How to Reduce the Share Capital of Your Singapore Company
- Legally Conducting Lucky Draws for Singapore Businesses
- Dormant Companies and Their Filing Obligations in Singapore
- How to Hold a Board Meeting in Singapore
- Paid-Up Capital in Singapore: A Complete Guide (Is $1 Enough?)
- Restaurant Inspection and Food Safety Rules in Singapore
- Essential Regulatory Compliance Guide for Singapore Companies
- Finding a Suitable Corporate Secretarial Firm in Singapore
- Oppression of Minority Shareholders
- Process Agents in Singapore
- Shadow Directors: Who are They and What Duties Do They Owe to the Company?
- Guide to Directors' Remuneration in Singapore
- 3 Types of Insurance Every Singapore Business Needs
- How to Change the Name of Your Singapore Company
- How to Remove a Director from a Company in Singapore
- Appointing Company Directors in Singapore: Eligibility, Process etc.
- Company Loans to Directors/Shareholders (& Vice Versa) in Singapore
- Share Transmission: What Happens If a Shareholder Dies in Singapore?
- Business Will: How to Pass on Your Business to Your Successors in Singapore
- Shareholder Rights in Singapore Private Companies
- Removal and Resignation of Company Auditor in Singapore
- Shareholder Roles and Obligations in Singapore Companies
- Creating and Registering Charges in Singapore: Guide for Companies
- How to Commence a Derivative Action on Behalf of a Company in Singapore
- Managing Director vs CEO in Singapore: Roles and Obligations
- Appointing an Authorised Representative for a Singapore Business
- Business Partnership Disputes in Singapore: How to Resolve
- Appointing a Company Secretary: Roles and Responsibilities
- Directors' Duties in Singapore
- Company Constitutions in Singapore and How to Draft One
- Company Memorandum and Articles of Association
- Minutes of Company Meeting in Singapore: How to Record
- Guide to Filing Financial Statements for Singapore Business Owners
- Filing Annual Returns For Your Business
- Memorandum of Understanding (MOU): Does Your Business Need One?
- Company Resolutions: What are They?
- Board Resolutions in Singapore
- How to Set Up a Register of Controllers
- How to Set Up a Register of Nominee Directors
- Your Guide to Resolutions Passed at a First Directors’ Meeting
- Your Guide to Resolutions to Appoint a Company Secretary
- Your Guide to Resolutions for Authority to Act on a Share Purchase and Subscription Agreement
- Your Guide to Shareholders’ Resolutions for Share Allotments
- Your Guide to Resolution for Authorisation of Investment in the Shares of Another Company
- Your Guide to Share Certificates in Singapore: Usage and How to Prepare
- Your Guide to Resolution for Transfer of Shares
- Your Guide to Resolution for Change of Registered Address
- Your Guide to Board Resolution for Approval/Allotment of Shares
- Your Guide to Resolutions to Increase a Company's Share Capital
- What is Withholding Tax and When to Pay It in Singapore
- Singapore Influencers: Here's How to Calculate Your Income Tax
- Corporate Tax in Singapore: How to Pay, Tax Rate, Exemptions
- When to Register for GST, How and Responsibilities after Registration
- Start-Up Tax Exemption Guide for New Singapore Companies
- Tax Investigation of Tax-Evading Business Owners in Singapore
- Small Business Accounting Services in Singapore
- Essential PDPA Compliance Guide for Singapore Businesses
- Cloud Storage of Personal Data: Your Business’ Data Protection Obligations
- How Can Companies Dispose of Documents Containing Personal Data?
- Here's a 7-Step Plan for Companies to Prevent Unauthorised Disclosure When Processing and Sending Personal Data
- Appointing a Data Protection Officer For Your Business: All You Need to Know
- Summary: Your Organisation's 9 Main PDPA Obligations
- Check the Do-Not-Call Registry Before Marketing to Singapore Phone Numbers
- GDPR Compliance in Singapore: Is it Required and How to Comply
- Is It Legal for Businesses to Ask for Your NRIC in Singapore?
- PDPA Consent Requirements: How Can Your Business Comply?
- Legal Options If Employees Breach Confidentiality in Singapore
- Insolvency: Claw-back of Assets from Unfair Preference and Undervalue Transactions
- Striking Off a Company
- What Should a Creditor Do When a Company Becomes Insolvent?
- Dissolution of partnerships in Singapore
- Validation of Payments Made by Companies Being Wound Up
- Can a Company that Struck Itself Off the Register Later Apply to Restore Itself?
- Closing Your Singapore Business: What You Need to Settle
- How to File a Proof of Debt against a Company in Liquidation
- Winding Up a Company