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Register of nominee shareholders in Singapore
27/01/2023
The Accounting and Corporate Regulatory Authority (ACRA) has introduced new regulations to enhance Singapore’s corporate governance standards and reaffirm the country’s dedication to combating money laundering, the financing of terrorism, and other issues that could compromise the integrity of the country’s financial system.
One of the latest requirements from ACRA for companies is to maintain a Register of Nominee Shareholders (RONS). As of January 2023, Singapore companies are required to keep records of such information. This information must be made available for inspection when approached by any relevant Government agencies such as ACRA etc.
What are nominee shareholders?
In Singapore, a nominee shareholder is a person or entity that holds shares on behalf of the beneficial owner, who is the person who ultimately owns and controls the shares.
The nominee shareholder is typically a trust company or a professional firm that acts as a custodian of the shares and holds them in their own name on behalf of the beneficial owner.
The nominee shareholder does not have any rights to vote or receive dividends on the shares but is responsible for ensuring that the shares are correctly registered and transferred and for maintaining accurate records of the beneficial ownership of the shares. Nominee shareholders are often used for privacy, administrative, or legal reasons.
What is the register of nominee shareholders in Singapore?
The RONS is a register relating to nominee shareholders that companies are required to maintain. The RONS contains the names and details of nominee shareholders and information about the beneficial owners of the shares held by the nominee shareholders.
The RONS aims to increase transparency and accountability concerning the ownership and control of shares in Singapore companies. It is also hoped that the RONS will assist in identifying the ultimate beneficial owners of the shares for anti-money laundering and countering the financing of terrorism (AML/CFT) compliance.
Companies must update their registers with the information received from their nominee shareholders (including any updates) within seven days of receiving the information.
Where should the register of nominee shareholders be kept?
Companies may keep their registers of nominee shareholders at one of the following locations:
(i) their registered offices or
(ii) the registered offices of any registered filing agent appointed by the company to keep the register of nominee shareholders.
Should a company appoint a registered filing agent to help the company maintain its register of nominee shareholders and the registered filing agent resigns, the registered filing agent must hand over the register to the company. After receiving the register, the company may appoint another registered filing agent to keep it.
What form should a register of nominee shareholders take?
Companies may keep their register in either electronic or hardcopy format. Companies must comply with the register’s form as prescribed in the Regulations.
Do companies with no nominee shareholders need a register of nominee shareholders?
Yes, all Singapore companies must have a register of nominee shareholders.
Suppose a company has yet to receive any information from its nominee shareholders. In that case, they may enter the following statement in their register: “As of [date], the company has not received information on nominee shareholders of the company.”
Who has access to a register of nominee shareholders?
Companies are prohibited from disclosing or allowing inspection of the register of nominee shareholders or any information within it to any members of the public, including auditors. For instance, if a member of the public or a company member requests access to the register or information contained within it, the company must deny the request and not provide access.
On the other hand, companies must make the register of nominee shareholders, the information contained within the register, and any documents related to the register and its maintenance available to:
(i) the Registrar and ACRA officers, and
(ii) public agencies and their officers, such as the Singapore Police Force, the Commercial Affairs Department, the Corrupt Practices Investigation Bureau, and the Inland Revenue Authority of Singapore.
When requested by these agencies, companies are required to cooperate and provide the requested information and documents.
How can Belaws help?
If you have a question about nominee shareholder registers in Singapore, please feel free to speak directly with one of our experts.
You can also view our Singapore incorporation services here.
This article is for information purposes only and does not constitute legal advice.
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Frequently Asked Questions
How do I register a nominee for shares?
To register a nominee for shares, you must first obtain a Nominee Director and/or Nominee Shareholder Agreement. The agreement will outline the terms and conditions of the nominee arrangement, including the roles and responsibilities of the nominee.
Who is a nominee shareholder of a company?
A nominee shareholder is a person or entity that holds shares on behalf of another person or entity. The nominee shareholder is the legal owner of the shares, but the beneficial owner has the right to any dividends or other benefits that come with the shares.
What is nominee shareholding declaration?
A nominee shareholding declaration is a document that outlines the details of a nominee shareholder arrangement. It includes the names of the nominee and the beneficial owner, as well as the terms and conditions of the arrangement.
Is nominee shareholder legal?
Yes, nominee shareholding is legal, and is a common practice in Singapore and other jurisdictions. It is often used to protect the privacy of the beneficial owner or to facilitate investments in companies.
Why do we appoint nominee shareholders?
Nominee shareholders are appointed for various reasons, including to protect the privacy of the beneficial owner, to facilitate investments in companies, and to comply with legal or regulatory requirements.
What is the rule for nominee?
The rules for nominee arrangements vary depending on the jurisdiction and the specific terms and conditions of the arrangement. Generally, the nominee must act in the best interests of the beneficial owner and follow any instructions given by the beneficial owner.
What happens if nominee is not registered?
If a nominee is not properly registered, the beneficial owner may not have legal ownership of the shares, and may not be entitled to any dividends or other benefits that come with the shares.
Who is the rightful owner legal heir or nominee?
The rightful owner of shares is typically the beneficial owner, rather than the nominee. However, the specific terms of the nominee arrangement may affect the rights of the beneficial owner.
Who is eligible for nominee?
The eligibility requirements for a nominee arrangement depend on the specific terms and conditions of the arrangement, as well as any legal or regulatory requirements that may apply. Typically, nominees are professional service providers such as lawyers or accountants.
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