Requirement to Maintain Register of Nominee Shareholders

Requirement to Maintain Register of Nominee Shareholders
Short Summary

Companies are required to:
1. keep a register of its nominee shareholders containing the particulars of the nominators of the company’s nominee shareholders
2. ensure that information in the register of nominee shareholders is updated within 7 days after being informed of any change
3. produce this register and any related document to the Registrar, an officer of ACRA or a public agency, upon request

 

Nominee shareholders are required to inform their respective companies of the fact that they are nominee shareholders and to provide the prescribed particulars of their nominators to their companies within the applicable timelines.

 

NOTE: This Register is considered an Internal Register not readily made available to the general public.

 

 

OBLIGATIONS OF NOMINEE SHAREHOLDERS

Shareholders who are nominees should, within the applicable timelines, (i) inform their respective companies of that fact and (ii) provide the particulars of their nominators.

In addition, nominee shareholders must inform their companies when they cease to be a nominee and of any change to the nominator’s particulars provided to the company.

 

A shareholder is a nominee if the shareholder:

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

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    Particulars of nominator

    Nominee shareholders must provide the following particulars of their nominators to their respective companies:

    For nominators who are individuals

  • full name;
  • aliases, if any;
  • residential address;
  • nationality;
  • identity card number or passport number;
  • date of birth; and
  • date on which the shareholder became the individual’s nominee.

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    For nominators which are legal entities

  • name;
  • unique entity number issued by the Registrar, if any;
  • address of registered office;
  • legal form of the legal entity;
  • jurisdiction where, and statute8 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
  • date on which the shareholder became the legal entity’s nominee.

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    Companies without nominee shareholders

    If a company has not received any information from its nominee shareholders, the company may enter the following statement in their register:

    “As of [date], the company has not received information on nominee shareholders of the company.”

     

    Location of register

    Companies may keep their registers of nominee shareholders at

  • their registered offices or
  • the registered offices of any registered filing agent appointed by the company for the purpose of keeping the register of nominee shareholders.

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    If a company appoints a registered filing agent to help the company keep its register of nominee shareholders and the registered filing agent subsequently resigns, the registered filing agent should hand over the register to the company, who may appoint another registered filing agent for the purpose of keeping the register.

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