Companies Act 1967 · 2020 Revised Edition · Part 11A · Register of Controllers, Nominee Directors and Nominee Shareholders of Companies
386ALB. Nominee shareholders
Last amended by an amending law of 2024. 2 amendments in all.
Official textFrom Singapore Statutes Online, unchanged
A shareholder of a company incorporated on or after 4 October 2022 but before 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 to the company prescribed particulars of the person for whom the shareholder 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 to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
A shareholder of a company incorporated on or after the appointed day —
who is a nominee on the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder 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 to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
A shareholder of a company incorporated before 4 October 2022 —
[Deleted by Act 23 of 2024 wef 16/06/2025]
who becomes a nominee after 4 October 2022 must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
A shareholder of a foreign company registered under Division 2 of Part 11 on or after 4 October 2022 but before 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 to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date of registration; or
who becomes a nominee after the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
A shareholder of a foreign company registered under Division 2 of Part 11 on or after the appointed day —
registered
“registered” means registered under this Act or any corresponding previous enactment;
who is a nominee on the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder 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 to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
A shareholder of a foreign company registered under Division 2 of Part 11 before 4 October 2022 —
[Deleted by Act 23 of 2024 wef 16/06/2025]
who becomes a nominee after 4 October 2022 must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.
A shareholder of a company or foreign company (whether incorporated or registered before, on or after the appointed day) must —
within 30 days after the shareholder ceases to be a nominee, inform the company or foreign company of the fact that the shareholder has ceased to be a nominee; and
within 30 days after any change to the particulars provided to the company or foreign company under this section (whether as in force on or before the appointed day) inform the company or foreign company of the change.
If a shareholder of a company or foreign company (as the case may be) fails to comply with subsection (1), (1A), (2), (3), (3A), (4) or (5), the shareholder shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.
In this section and section 386ALA, a shareholder of a company or foreign company is a nominee if the shareholder satisfies either or both of the following:
the shareholder is accustomed or under an obligation whether formal or informal to vote, in respect of shares in the company or foreign company of which the shareholder is the registered holder, in accordance with the directions, instructions or wishes of any other person;
the shareholder receives dividends, in respect of shares in the company or foreign company of which the shareholder is the registered holder, on behalf of any other person.
In this section, a shareholder of a company incorporated before the appointed day or of a foreign company registered under Division 2 of Part 11 before that day, who, on that day —
was not a nominee within the meaning of subsection (7) as in force immediately before that day; but(b)is a nominee within the meaning of that subsection as in force on that day,is treated as a shareholder of the company or foreign company who becomes a nominee on the appointed day.
In this section and section 386ALA —
“appointed day” means the date of commencement of section 10 of the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024;
“company” means a company having a share capital;
company having a share capital
“company having a share capital” includes an unlimited company with a share capital;
“foreign company” means a foreign company having a share capital;
share
“share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied;
“shareholder”, in relation to a company or foreign company, means a person who is registered in the register of members of the company or foreign company as a holder of shares in the company or foreign company.
register
“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
Terms defined in this Act
company
Defined · s 4“company” means a company incorporated under this Act or under any corresponding previous written law;
company having a share capital
Defined · s 4“company having a share capital” includes an unlimited company with a share capital;
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;
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;
register
Defined · s 386AB“register of controllers” or “register” —(a)in relation to a company to which this Part applies — means the register that the company is required to keep of its registrable controllers under section 386AF(1), (1A), (2) or (3); and(b)in relation to a foreign company to which this Part applies — means the register that the foreign company is required to keep of its registrable controllers under section 386AF(4), (4A), (5) or (6);
registered
Defined · s 4“registered” means registered under this Act or any corresponding previous enactment;
share
Defined · s 4“share” means share in the share capital of a corporation and includes stock except where a distinction between stocks and shares is expressed or implied;
Part 12