Version and scope
This 21-page Version 2.0 guidance was issued on 16 June 2025 under Part 11A of the Companies Act and the 2017 register regulations. Foreign companies with share capital have maintained nominee shareholder registers since 4 October 2022. The update adds central filings, email/phone particulars, location declarations and a primary Singapore listing exemption, and revises the nominee definition. Nominee shareholders and registrable controllers are separate categories and registers: either, both or neither may apply, and nominee status alone does not establish registrable control.
Four exemptions and their limits
Exempt foreign companies are Singapore financial institutions under the Fourteenth Schedule, wholly owned subsidiaries of a foreign company that is such an institution, overseas-listed foreign companies subject to both regulatory disclosure and adequate beneficial-owner transparency, and foreign companies with a primary listing on an approved Singapore exchange. Comparable substantial-shareholder disclosure can meet the overseas-listing condition. Wholly owned status follows section 5B, including specified nominee and subsidiary holdings. Winding up and striking off do not create an exemption. Exemptions concern the company’s register duty, not the shareholder’s information duty: an exempt institution nominating a shareholder to a non-exempt foreign company must still be identified in the latter’s register.
Either voting instructions or dividends for another person
A registered shareholder is a nominee if either or both tests apply: the shareholder is accustomed or formally/informally obliged to vote the registered shares according to another person’s directions, instructions or wishes; or receives dividends on those shares on another person’s behalf. The two tests are alternatives, not cumulative conditions. Nominees must notify status and provide prescribed nominator particulars, then report cessation and changes. An exempt foreign company’s role as a nominator does not exempt the nominee from identifying it to a non-exempt foreign company.
Disclosure deadlines depend on incorporation date
For foreign companies registered from 4 October 2022 to before 16 June 2025, a shareholder who is a nominee at registration must notify and supply particulars within 30 days after registration; becoming a nominee later starts a 30-day period from that event. For foreign companies registered on or after 16 June 2025, an existing nominee must provide the information on registration day; a later nominee still has 30 days. For foreign companies registered before 4 October 2022, the guidance specifies 30 days where the shareholder becomes a nominee after that date. Cessation of nominee status and changes to previously supplied particulars must each be notified within 30 days of the event.
Individual and legal-entity nominators
For an individual, record full name, aliases, residential address, email, contact number, nationality, identity-card or passport number, date of birth and the date the shareholder became that person’s nominee. For a legal entity, record name, ACRA UEN if any, registered-office address, email, contact number, legal form, formation jurisdiction and statute, applicable corporate register name and registration/identification number, and the nominee commencement date. Legal form means the entity type, such as private foreign company; statute means the legislation under which it was formed. ACRA and UK Companies House illustrate register names. Commencement and cessation dates are actual event dates on or after 4 October 2022, not simply the date of entry.
Maintaining and locating the private register
Enter received information and updates within seven days and document receipt. Keep the register at the foreign company’s Singapore registered office or an appointed registered corporate service provider’s registered office. Declare its location when filing financial statements or substitute documents under section 373. The guidance says there is no separate obligation to lodge, notify or update ACRA with the location’s address. On a provider’s resignation, it should hand the register back for company custody or replacement appointment. Paper and electronic formats are allowed if the prescribed Eighth Schedule form is met. If no information has been received, record a dated statement to that effect.
No information received and restricted inspection
A foreign company that has received no nominee-shareholder information may record a dated statement to that effect. The private register and its particulars must not be disclosed to or inspected by the public, including foreign company members; auditors have no entitlement to access. In contrast, the Registrar, ACRA officers and public agencies or their officers can require the register, related records and supporting documents, inspect them and make copies. Examples include the Police, Commercial Affairs Department, CPIB and IRAS. Foreign companies must cooperate with those requests.
Documents supporting accurate particulars
The guidance gives NRIC copies for Singapore citizen or PR nominators; passport and residential-address evidence such as a utility bill for foreign individuals; and a foreign entity’s registration certificate plus address evidence if its registered office is not shown on the certificate. Retain emails or letters through which nominee shareholders supplied the information entered in the register. These examples support the accuracy and updating of the register and must be furnished when requested by the authorised agencies.
Central filing and public status
Existing foreign companies had to lodge all private-register information with ACRA by 31 December 2025. Foreign companies registered on or after 16 June 2025 must lodge nominee shareholder and nominator information on registration. Subsequently, lodge changes within two business days after entering/updating the private register. Nominee status is publicly available, including in business profile extracts; complete central-register information is available only to public agencies administering or enforcing written law. The private register itself remains restricted as described above. Paragraph 6.1.1 mistakenly says nominee directors in its existing-company sentence; the section heading and sections 2.0.1 and 6.1.2 establish that this is the nominee shareholder register.
Annex A: relationship dates and corporate changes
The template separates entry/update date, nominee shareholder name, nominator particulars and remarks. Individual and foreign corporate examples show identity and contact details, commencement/cessation dates and changes; the corporate address example records the new address and 9 June 2025 change date while retaining the original 4 December 2022 relationship commencement. Sample cessation rows place 2022 entries beside 2025 cessations, and corporate tables label the name column nominee director. These sample inconsistencies do not alter the shareholder rules. Keep actual relationship and change dates separate from record-entry dates and follow the Eighth Schedule form.
Official source
This article independently explains the substantive contents of the official PDF, including the relevant conditions, procedures and annexes. The linked document remains the authoritative source for its original wording, and later changes should be checked separately.
Read the official PDF ↗