Introduction

Nominee shareholder play a crucial role in corporate governance, particularly in Singapore’s

business-friendly yet tightly regulated environment. With recent regulation changes, businesses and shareholders must adapt to ensure compliance while safeguarding their interests.

With effect from 4 October 2022, following the passing of the Corporate Registers (Miscellaneous Amendments) Act 2022 to amend the Company’s Act 1967 by introducing new sections 386ALA and 386ALB,, all Singapore incorporated and registered companies (unless exempted) are required to register information on their nominee shareholders and their nominators with the Accounting and Corporate Regulatory Authority (“ACRA”).  Companies are required to implement this by 5 December 2022. 

ACRA issued a set of guidelines titled “Nominee Shareholders Guidelines  for Companies” on 4 October 2022 (updated on 30 January 2023) (the “Guidelines”), to help companies understand and comply with the requirements pertaining to the register of nominee shareholders.  The Guidelines summarise the obligations of nominee shareholders, the timelines and the required particulars.

Who are Nominee Shareholders?

A shareholder is a nominee if the shareholder:

(a)                    is accustomed or under an obligation (whether formal or informal) to vote, in respect of shares in the company of which the shareholder is the registered holder, in accordance with the directions, instructions or wishes of any other person; and

(b)                    receives dividends, in respect of shares in the company of which the shareholder is the registered holder, on behalf of any other person.

Particulars to be Furnished

A nominee shareholder must furnish the following information to the Company in relation to its nominator:

(a)                    For nominators who are individuals:

•           Full name (including aliases);

•           Residential address;

•           Nationality

•           Identity card number or passport number

•           Date of birth;

•           Date on which the shareholder became the individual’s nominee

(b)                    For nominators which are legal entities:

•           Name;

•           If applicable, Unique Entity Number or similar identification number;

•           Address of registered office;

•           Legal form of the entity;

•           Jurisdiction where, and statute under which, the legal entity is formed or incorporated;

•           Name of corporate entity register of the jurisdiction where the legal entity is formed or incorporated, if applicable;

•           Identification number or registration number of the legal entity on the corporate entity register of the jurisdiction where the legal entity is formed or incorporated, if applicable; and

•           The date on which the shareholder became the legal entity’s nominee.

3.         If your Company is incorporated before or after 4 October 2022.

There are differences in the timelines for notification depending on whether the company was incorporated before or after 4 October 2022, ranging between 30 to 60 days.  The differences are pointed out and summarised neatly in the Guidelines.

4.         Going forward, all nominee shareholders are reminded to notify the Company promptly if there is any change in the prescribed information and/or if they cease to be nominee shareholders.

5.         We at Hin Tat Augustine & Partners are able to assist you in advising you on these recent amendments to the Companies Act 1967.  Please call us at +65-65330212 or email us at clairetham@htapartners.com.sg/aishah@htapartners.com for more information.