Understanding Register of Nominee Directors

The requirement to maintain register of nominee directors took effect on 31 March 2017 along with the requirement to maintain register of registrable controllers.

Unless exempted, your Company is required to set up and maintained a Register of Nominee Directors (“ROND”) and only produce it at the request of (i) the Registrar and officers of Accounting and Corporate Regulatory Authority (“ACRA”) or (ii) public agencies and their officers (e.g. Singapore Police Force, Commercial Affairs Department, Corrupt Practices Investigation Bureau, Inland Revenue Authority of Singapore).

ROND should be kept by your Company at its registered office address or the registered office address of its appointed corporate secretarial agent. Members of the public will not have access to the ROND.

Who falls under definition of “nominee director”?

A director is a nominee if he/she is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.

For instance, a director is a nominee director of your Company if he/she:

• Is nominated by a shareholder of your Company to be as a director of your Company and he/she act in accordance with the directions, instructions or wishes of that shareholder; or
• Is appointed as a director of your Company for purpose of compliance with the requirement that every company incorporated in Singapore must have at least one local resident director.

Timeline – Nominee Director’s Obligations

A nominee director must inform the company that he/she is a nominee and provide particulars of his/her nominator:

• Within 30 days after the date of incorporation; or
• Within 30 days after he/she becomes a nominee.

 A nominee director is also required to inform the company when:

• He/she ceases to be a nominee within 30 days after the cessation; or
• There is a change in particulars provided to the company within 30 days after the change.

Timeline – Company’s Obligations

Companies should enter into their registers information received from nominee directors (including any updates) within 7 days after receiving the information.

Even if your Company does not have any nominee directors, it is still required to maintain the ROND and indicate the following statement in the ROND.

“As at [date], the Company has not received any information on nominee directors of the Company.”

Information to included in ROND

Nominee directors are required to provide the following particulars of their nominators and relevant supporting documents to your Company and the same must be entered into the ROND.

For nominators who are individuals

• Full name;
• Aliases, if any;
• Residential address;
• Nationality;
• Identity card number or passport number;
• Date of birth;
• Date of which the person became the nominator; and
• Date of which the person ceased to be the nominator, if applicable.

For nominators which are corporate entities

• Name;
• Unique entity number, if any;
• Address of registered office;
• Legal form of the corporate nominator, if applicable;
• Jurisdiction where, and statute under which the corporate nominator is formed or incorporated, if applicable;
• Name of corporate entity register of the jurisdiction where the corporate nominator is formed or incorporated, if applicable;
• Identification number or registration number of the corporate nominator on the corporate entity register of the jurisdiction when it was formed or incorporated, if applicable;
• Date of which the corporate entity became the nominator; and
• Date of which the corporate entity ceased to be the nominator, if applicable.

If you need the template on ROND, SimpliReso is at your service as always. Check out our Statutory Registers to purchase this template.

Exemptions

Your Company is exempted from maintaining ROND if it is:

• a public company which shares are listed for quotation on an approved exchange in Singapore;
• a company that is a Singapore financial institution;
• a company that is wholly owned by the Government;
• a company that is wholly owned by a statutory body established by or under a public Act for a public purpose;
• a company that is a wholly-owned subsidiary of a company mentioned in sub-paragraph (a), (b), (c) or (d);
• a company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to —

• regulatory disclosure requirements; and
• requirements relating to adequate transparency in respect of its beneficial owners (imposed through stock exchange rules, law or other enforceable means).