A nominee director is a company director hired by an individual or a group of individuals to represent the interests of that individual or group. The need to hire a nominee director arises due to the statutory requirement of having at least one local director. Foreigners or foreign companies looking to start a business in Singapore can appoint a nominee director through corporate service providers until they themselves don’t get an EP or hire a local director.
A good nominee director creatively keeps a balance between his duties to the company and the responsibilities to the appointer.
Duties of A Nominee Director
- The primary purpose of a nominee director is to represent the interests of the appointer at large. However, the duties of a nominee director can cause a conflict between his interest in the business and the interest of the company that appointed him. It happens due to the personal interests of the nominee director.
- The nominee director is responsible for supervising the operations carried out in a company.
- His duties include making sure that all the policies in a company are rational and based on well-defined commercial rules.
- A nominee director makes sure that the interests in the company are appropriately safeguarded.
- Lastly, he acts like an information bridge for the company and the person who appointed that nominee director.
What is a Register of Nominee Directors?
A Register of nominee directors consists of lists of all those nominee directors that are appointed or elected by the company shareholders. This register also consists of the information required from a nominee director. As per the law, all the companies must keep this register up to date.
According to the law, the following information is required for the register of the nominee director:
- Full Name
- Address (Residential)
- Date of joining as a nominee director
- Date of birth
- Identity card number
- Passport number
Maintenance of Register of Nominee Director
A register of nominee directors is kept at the main registered office of a company. However, a company should also keep it at the agent’s registered office, specially hired to maintain a register of nominee directors.
It can be kept either in electronic or paper form. However, it is not necessary to file it with ACRA.
It should be regularly updated. Nominee directors should inform their company that they are nominee directors.
A nominee director must inform his respective entity about his directions through a formal or informal obligation.
Moreover, they should also inform their respective entity about their nominators. All the information provided by a nominee director should be kept in the register by the company. This will help them to maintain the register.
Who can Access the Register?
The register of nominee directors is very private, and the public or auditors can not access it. Even if any other company or public member requests access to the nominee directors’ register, the company can decline the request. The register consists of confidential information about nominee directors that must not be disclosed to the public at any cost.
Only the following authorities listed below can access the register of nominee directors:
- ACRA and their officers
- Public agencies (Forces, Officers, Police, etc.)
Companies should be cooperative if any of the above-listed members want access to the register of nominee directors.
Who is Exempted From Maintaining A Register Of Nominee Directors?
There are few businesses that are exempted from maintaining a register of nominees. These exemptions can be applied to a company, individual, or group of individuals and their wholly-owned subsidiaries like:
- A public business or company whose shares are quoted on a Singapore-approved exchange.
- Companies that are known as Singapore’s financial institutions.
- Companies that the Singaporean government wholly owns.
- Companies that are dedicated to public purposes.
- Companies for whom the shares are traded on a securities exchange in an area other than Singapore are subjected to the following:
- Regulations disclosure specifications.
- Requirements for adequate transparency about its majority shareholders. There is a possibility that laws impose these, stock exchange rules, or any other enforced process in this requirement.
Register of Nominee Directors is only one of the many corporate compliances a private limited company needs to comply with.
Read more on corporate compliances: