Since the amendment of the Companies Act, companies are now required to have a register for nominee shareholders. A nominee shareholder can be an individual or a corporation authorized by the share owner, who may be a Singapore citizen, a Permanent Resident, or an Employment Pass or a Dependent Pass holder.
What Companies are Required to Keep a Register of Nominee Shareholders?
All companies that have a share capital are required to keep a register of nominee shareholders. These companies have the following responsibilities:
- Keep a register of nominee shareholders with the information of the nominators of the nominee shareholders from October 4, 20222 onwards
- Update the register of nominee shareholders within seven days after being informed of any changes made
- Provide this register, as well as any related documents, to the registrar, an officer of the Accounting and Corporate Regulatory Authority (ACRA), or a public agency when requested
- Must keep the register of nominee shareholders private and confidential to the public, as well as auditors.
Are There Companies Exempted from Keeping a Register of Nominee Shareholders?
Companies incorporated in Singapore that meet any of the following are exempted from having to keep a registrar of nominee shareholders:
- The company is a public company with shares listed for quotation on an approved Singaporean exchange
- The company is a Singapore financial institution
- The company is wholly owned by the Singaporean government
- The company is wholly owned by a statutory body established by or under a public act for a public purpose
- The company is a wholly-owned subsidiary of any of the previous criteria
- The company has shares listed on a securities exchange in a country or outside Singapore, and adherence to regulatory disclosure requirements and transparency standards for beneficial owners as mandated by law or other enforceable measures.
Foreign companies that meet any of the following are exempted from having to keep a register of nominee shareholders:
- The company is a Singapore financial institution or a wholly-owned subsidiary of a Singapore financial institution
- The company has shares listed on a securities exchange in a country or outside Singapore, and adherence to regulatory disclosure requirements and transparency standards for beneficial owners as mandated by law or other enforceable measures.
Where Should Companies Keep Their Register of Nominee Shareholders?
ACRA strongly recommends that companies keep their registers of nominee shareholders at either the company’s registered office or the registered office or any registered filing agent that the company may have hired or appointed. Should the registered filing agent resign, the agent is obligated to return the register to the company, which may then appoint another agent for the purpose of keeping the register.
As for the format, companies have the choice of keeping their registers either electronically or with a physical copy. Regardless of the medium, companies should comply with the format as prescribed by regulations.
What Should Companies Do If They Don’t Have Nominee Shareholders?
Should a company not have any or have yet to receive any information regarding any nominee shareholders, the company may simply put the following statement in its register: “As of [current date], the company has not received information on nominee shareholders of the company.”
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