Register of Nominee Directors

Register of Nominee DirectorThe Register of Nominee Directors is basically a list that contains details about the company’s nominee directors, as well as the identities of the individuals who nominated them, in line with Singapore’s Companies Act. To put it simply, a nominee director is someone appointed to act on someone else’s behalf, following certain instructions or directions.

An example might help here – let’s say a company wants a particular person to vote on their behalf during a shareholder meeting. That person, in this context, would be a nominee director.

Now, there are some legal requirements for companies incorporated under the Companies Act. First, a nominee director must officially inform their company about their status as a nominee director and share certain details about themselves. If the company was created on or after March 31, 2017, the nominee director has thirty days to do this. For companies established before March 31, 2017, the nominee directors have sixty days starting from March 31, 2017, to share this status and necessary particulars. Plus, if there’s any change in the nominee director’s status, they must notify the company within thirty days.

Companies must keep a record of the nominee directors. This could be in a traditional paper format or an electronic one – either is fine, and there’s no need to file this record with ACRA. However, if the Registrar or an ACRA officer asks for it, the company must provide this register of nominee directors and any related documentation.

There are certain exceptions to these rules, though. Some companies are exempt from maintaining a Register of Nominee Directors, including:

  1. Singapore-based financial institutions and their wholly-owned subsidiaries.
  2. Public companies listed on an approved stock exchange in Singapore and their wholly-owned subsidiaries.
  3. Companies owned by the government and their wholly-owned subsidiaries.
  4. Companies regulated by a statutory body.
  5. Companies listed on foreign stock exchanges subjected to regulatory disclosure requirements and transparency with regard to their beneficial owners.

For more detailed info, ACRA’s guidance on the Register of Nominee Directors has got it all covered!