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Q：
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Who is a nominee director?
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A：
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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.
The obligation to act in accordance with the directions, instructions or wishes of any other person may arise from legal obligations (e.g. contract; trust) or informal arrangements.
For example, a director is a nominee of a person with a shareholding in a company if he is appointed by that person to the board of directors of the company and he acts in accordance with the directions, instructions or wishes of that person.
For example, a person appointed as a director of a company for the purpose of compliance with the requirement that every company registered in Singapore must have at least one director who is ordinarily a resident in Singapore would generally fall within the definition of a director who is a nominee.
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Q：
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Where is the Register of Nominee Directors to be kept?
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A：
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Companies may keep their register of nominee directors at their registered office or the registered offices of any registered filing agent appointed by the company for the purpose of keeping the register of nominee directors. The register can be kept in either hard or soft copy.
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Q：
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When is the deadline for the directors to inform companies of their nominee directorship?
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A：
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For the obligation to inform companies about nominee directorship and provide the particulars of nominators, the applicable timelines depends on the date of incorporation of the company.
1.
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A director of a company incorporated on or after 31 March 2017:
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a.
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who is a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the date of incorporation; and
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b.
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who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the director becomes a nominee.
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2.
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A director of a company incorporated before 31 March 2017:
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a.
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who is a nominee must inform the company of that fact and provide the particulars of the nominator within 60 days after 31 March 2017; and
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b.
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who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the director becomes a nominee.
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Q：
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Do shareholders/company directors have the rights to view the Register of Nominee Directors?
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A：
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The company’s officers are able to view the register of nominee directors. The officers are the ones responsible for maintaining the register. The shareholders will not be able to view the register as the register is not meant for public viewing. Auditors are also not entitled to have access to the register.
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Q：
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Can I be exempted from maintaining the Register of Nominee Directors if my company is dormant?
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A：
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Dormant company cannot be exempted and is required to maintain the register of nominee directors.
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Q：
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What is the penalty for failing to maintain a Register of Nominee Directors?
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A：
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The maximum penalty for non-compliance is S$5,000.00. This is similar to the existing penalty if companies fail to file annual returns.
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FAQ
