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 (ACRA) 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 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 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 ACRA, if any;
- Registered office address;
- 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!
The Register of Nominee Directors has to follow a certain format. We’ve prepared a template according to the requirements for you to use, which you can grab at the bottom of this article.
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. If you have appointed a registered filing agent for the purposes of keeping the Register of Nominee Directors, then the register can be also be kept at the registered filing agent’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
There is no deadline for setting up the Register of Nominee Directors. Just be sure to do so from 31 March 2017 onwards! (i.e. now.)
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).
Template for Register of Nominee Directors
For your convenience, we’ve prepared a Register of Nominee Directors template according to the prescribed requirements for your use.
Grab your copy here:
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.
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