A nominee director is appointed to represent the interests of a Singapore company in the absence of a local director. While the nominee does not take any part in the daily operations of the company and is only appointed to comply with Singapore law, he or she will still be held liable should the company commit any violations or wrongdoings. According to the Companies Act, each company is now required to have a register of nominee directors.
What Companies are Required to Keep a Register of Nominee Directors?
All companies that have been incorporated under the Companies Act are required to keep a register of nominee directors. These companies have the following responsibilities:
- Keep a register of nominee directors that contains all the particulars of the nominators of the nominee directors
- Update the register of nominee directors within seven days of any changes
- Provide this register, along with any other relevant documents and information, to the registrar, the Accounting and Corporate Regulatory Authority (ACRA), or public agencies upon request. The following documents may be requested:
- A copy of NRIC for nominators who are Singapore citizens or Singapore permanent residents
- A copy of passport or any document that verifies residential address for nominators that are foreign individuals
- A copy of the certificate of registration from the jurisdiction of incorporation for nominators that are foreign legal entities that have not been incorporated in Singapore
- Should the certificate not include the entity’s registered office address, an additional document may be required to verify the entity’s registered office address
- Records of any information regarding nominators sent by the nominee director (e.g emails, physical letters)
- Keep the register of nominee directors, as well as any information contained within it, private and confidential from the public, auditors, or any authorized entity.
These requirements were implemented last March 31, 2017, and do not apply to foreign companies that have been incorporated under the Companies Act.
Are There Companies Exempted from Keeping a Register of Nominee Directors?
Companies that have been incorporated within Singapore are exempted from having to keep a register of nominee directors should they fall into any of the following:
- The company is a public company with shares that are listed for quotation on an approved Singapore exchange
- The company is a Singapore financial institution
- The company is wholly owned by the Singapore government
- The company is wholly owned by a statutory body established by or under a public act for public purposes
- 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.
Where Should Companies Keep Their Register of Nominee Directors?
ACRA strongly recommends that companies keep their registers of nominee directors either at their registered offices or in the registered offices of any registered filing agent contracted with the purpose of keeping the register.
Should the company appoint a new registered filing agent, the register of nominee directors should be handed back to the company by the outgoing agent. While ACRA states that companies can either keep their register in a physical or electronic format, the register of nominee directors should still follow the prescribed format.
What Should Companies Without Nominee Directors Do?
Should a company not receive any information regarding any nominee directors, it may simply enter this statement into the register: “As of [current date], the company has not received any information on nominee directors of the company.”
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