Individuals who nominated a company’s board of directors are included in a “Register of Nominee Directors,” which includes their names and contact information. Companies in Singapore (save those exempted) must maintain this record as of March 31st, 2017, under amendments to the Singapore Firms Act (CA). The Singapore Accounting and Corporate Regulatory Authority (Singapore ACRA) has the power to require a business to submit its Register of Nominee Directors and related documents for inspection or examination. There may be fines for companies that fail in their obligations under this Register, and for any corporate officials who are found to be in delinquent. If you follow the instructions in this guide, you may build a Register of Nominee Directors with confidence. Please read our page on how to set up a Register of Controllers instead for information on how to create a Register of Controllers, which will be required as of March 31st, 2017. Those who have been nominated to serve on a company’s board of directors are included in the Nominee Directors’ Register. How does one become a nominated director? As stated by the Register of Nominee Directors, a “nominee director” is a director who falls into one of the following categories:
- “accustomed to or under a responsibility, whether official or informal, to operate in accordance with the commands, instructions, or desires of another person”
- To ensure that their votes are cast in accordance with their wishes and those of the company’s major shareholders, a substantial shareholder may nominate a nominee director at board meetings.
- As part of the incorporation process, a foreigner who wants to set up a business in Singapore may select a Singaporean resident to act as the company’s nominee director. (At least one director of a Singapore-incorporated company must be a Singaporean resident, according to the CA.)
- Nominee directors must inform the company of their nomination within 30 days of the date of the company’s creation if the company was founded after March 31, 2017.
- To avoid any legal ramifications, a company’s nominee director must notify the company within 60 days of the date of formation, or by 30 May 2017, if the firm was founded before that date.
- A nominee director must inform the company of his or her appointment as a nominee director and the identity of his or her nominator within 30 days of being appointed as a nominee director, regardless of when the business was incorporated.