Companies Act 1967 · 2020 Revised Edition · Part 5 · Management and Administration
145A. Acting as nominee director
Last amended by an amending law of 2024.
Official textFrom Singapore Statutes Online, unchanged
Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless —
the person is a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act as a director of a corporation; or
his or her so acting is arranged by a registered corporate service provider for that corporate service.
Subsection (1) does not apply where —
the person acts as a nominee director of his or her affiliated company; or
the person had commenced acting as a nominee director of the company before the appointed day.
Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.
In this section —
“affiliated company”, in relation to a person, means —
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
a company that employs the person; or
a company which by virtue of section 6 is deemed to be related to a corporation that employs the person;
corporation
“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —(a)any body corporate that is incorporated in Singapore and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes;(b)any corporation sole;(c)any cooperative society;(d)any registered trade union; (da)any platform work association registered under the Platform Workers Act 2024; or(e)any limited liability partnership;
“appointed day” means the date of commencement of section 38(b) of the Corporate Service Providers Act 2024;
“nominee director” means 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.
director
“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director;
Terms defined in s 4
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
corporation
Defined · s 4“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include —(a)any body corporate that is incorporated in Singapore and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes;(b)any corporation sole;(c)any cooperative society;(d)any registered trade union; (da)any platform work association registered under the Platform Workers Act 2024; or(e)any limited liability partnership;
director
Defined · s 4“director” includes any person occupying the position of director of a corporation by whatever name called and includes a person in accordance with whose directions or instructions the directors or the majority of the directors of a corporation are accustomed to act and an alternate or substitute director;
registered corporate service provider
Defined · s 4“registered corporate service provider” and “registered qualified individual” have the meanings given by section 2(1) of the Corporate Service Providers Act 2024;
Part 6
Financial Statements and Audit
Part 7
Arrangements, Reconstructions and Amalgamations
Part 8
Part 8A
Part 9
Investigations
Part 10
Dissolution
Part 10A
Transfer of Registration
Part 11
Various Types of Companies, Etc.
Part 11A
Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
Part 12