Companies Act 1967 · 2020 Revised Edition · Part 11A · Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
386AL. Nominee directors
Last amended by an amending law of 2024. 3 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
A director of a company incorporated on or after 31 March 2017 but before the appointed day —
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;
who is a nominee on the date of incorporation must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after the date of incorporation; or
who becomes a nominee after the date of incorporation must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after the director becomes a nominee.
A director of a company incorporated on or after the appointed day —
company
“company” means a company incorporated under this Act or under any corresponding previous written law;
who is a nominee on the date of incorporation must inform the company of that fact and provide prescribed particulars of the person for whom the director is a nominee on that date; or
who becomes a nominee after the date of incorporation must inform the company of that fact and provide prescribed particulars of the person for whom the director is a nominee within 30 days after the director becomes a nominee.
A director of a company incorporated before 31 March 2017 —
[Deleted by Act 23 of 2024 wef 16/06/2025]
who becomes a nominee after 31 March 2017 must inform the company of that fact and provide such prescribed particulars of the person for whom the director is a nominee within 30 days after the director becomes a nominee.
A director of a company (whether incorporated before, on or after the appointed day) must inform the company —
that he or she ceases to be a nominee within 30 days after the cessation; and
of any change to the particulars provided to the company under this section (whether as in force on or before the appointed day) within 30 days after the change.
A director of a foreign company registered under Division 2 of Part 11 on or after the appointed day —
foreign company
“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
who is a nominee on the date of registration must inform the foreign company of that fact and provide prescribed particulars of the person for whom the director is a nominee on that date; or
who becomes a nominee after the date of registration must inform the foreign company of that fact and provide prescribed particulars of the person for whom the director is a nominee within 30 days after the director becomes a nominee.
A director of a foreign company registered under Division 2 of Part 11 before the appointed day —
registered
“registered” means registered under this Act or any corresponding previous enactment;
who is a nominee on the appointed day must inform the foreign company of that fact and provide prescribed particulars of the person for whom the director is a nominee within 60 days after that day; or
who becomes a nominee after the appointed day must inform the foreign company of that fact and provide prescribed particulars of the person for whom the director is a nominee within 30 days after the director becomes a nominee.
A director of a foreign company mentioned in subsection (4) or (5) must inform the foreign company —
that he or she ceases to be a nominee within 30 days after the cessation; and
of any change to the particulars provided to the foreign company under that subsection within 30 days after the change.
If a director fails to comply with subsection (1), (1A), (2), (3), (4), (5) or (5A), the director shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
[Deleted by Act 2 of 2022 wef 30/05/2022]
In this section and section 386AKA, a director is a nominee if the director is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.
In this section, “appointed day” means the date of commencement of section 8 of the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024.
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
date of registration
Defined · s 356“date of registration”, in relation to a foreign corporate entity that has applied to be registered as a company limited by shares under this Part, means the date of registration of the foreign corporate entity specified in the notice of transfer of registration;
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;
foreign company
Defined · s 4“foreign company” means —(a)a company, corporation, society, association or other body incorporated outside Singapore; or(b)an unincorporated society, association or other body which under the law of its place of origin may sue or be sued, or hold property in the name of the secretary or other officer of the body or association duly appointed for that purpose and which does not have its head office or principal place of business in Singapore;
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
Part 12