What is a Nominee Director?

A nominee director is a director you nominate to represent your company. Once nominated, they are obligated to cast votes and make decisions in accordance with your company’s directions, instructions, and wishes.

What is a Nominee Shareholder?

Similar to a nominee director, a nominee shareholder is someone you nominate to hold shares on your company’s behalf. While their name appears on official public records, your company retain all rights to dividends, votes, and overall control.

What are the Registers of Nominee Directors and Nominee Shareholders, and What Are Their Requirements?

Since 2017, companies have been required to keep a private Register of Nominee Directors. This was later extended to include a Register of Nominee Shareholders. These registers must be kept at your company's registered office or corporate service provider (CSP).

Effective 16 June 2025 onwards, your company must now submit the information in both records to ACRA's new Central Registers of Nominee Directors and Nominee Shareholders.

Below are the requirements you must adhere to:

• Existing companies: Must lodge this information with ACRA by 31 December 2025.

• New companies incorporated on or after 16 June 2025: Must file this information at the time of incorporation.

• Subsequent updates: Must file this information within two business days.

What Key Information Must You Record in the Registers?

Your company must record and file detailed particulars of the nominators:

• For individual nominators:

  • Full name

  • Aliases

  • Residential address

  • Email

  • Contact number

  • Nationality

  • ID/passport number

  • Date of birth

• For corporate nominators:

  • Name

  • UEN

  • Registered office address

  • Legal form

  • Jurisdiction of incorporation

  • Registration details

Why are the Registers of Nominee Directors and Nominee Shareholders Important?

Once the information is filed with ACRA's Central Registers, the nominee status of a director or shareholder will become publicly available on your company's business profile.

This is crucial for:

• Anti-money laundering (AML): It helps authorities trace the ultimate beneficial owners and decision-makers within a corporate structure.

• Corporate governance: It ensures transparency in the company's governance, making it clear who is directing the company's actions.

• Legal and financial due diligence: During events such as fundraising, mergers, or audits, this register provides a clear picture of your company's control structure.

However, the detailed particulars of the nominators will only be accessible to law enforcement agencies, ensuring a balance between transparency and privacy.

Who is Exempted from Creating Registers of Nominee Directors and Nominee Shareholders?

Maintaining both registers is compulsory for all companies except:

• Public companies listed on an approved exchange in Singapore

• Singapore financial institutions

• Companies wholly owned by the Government or a statutory body

• Wholly-owned subsidiaries of the above-mentioned entities

• Certain foreign companies and companies listed on foreign exchanges that are subject to similar transparency and disclosure requirements

What Are the Penalties for Not Lodging the Information with ACRA?

Should your company fail to lodge the requisite information with ACRA's Central Registers by the deadline, you are liable to prosecution and a fine of up to SGD 25,000 upon conviction.