Scope and separate registers
ACRA issued this first-edition, 21-page guidance on 16 June 2025. From that day, foreign companies registered under Division 2 of Part 11 of the Companies Act must maintain nominee director registers under Part 11A and the 2017 register regulations. Nominee director, nominee shareholder and registrable controller registers remain distinct: a person may fall into any, all or none of their different definitions. Nominee status does not by itself 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, receivership, judicial management and striking off do not create an exemption. Exemptions concern the company’s register duty, not the director’s information duty: an exempt institution nominating a director to a non-exempt foreign company must still be identified in the latter’s register.
Who is a nominee director
A director accustomed or formally or informally obliged to follow another person’s directions, instructions or wishes is a nominee. A contract, trust or informal arrangement can create the obligation. A shareholder-appointed director who acts according to that shareholder’s wishes illustrates the test. Nominees must disclose their status and nominators’ prescribed particulars, then report cessation and changes to those particulars.
Registration-day disclosure and the 60-day transition
For a foreign company registered on or after 16 June 2025, a director already a nominee on registration day must disclose status and provide particulars that day. Becoming a nominee later triggers a 30-day disclosure period. For a foreign company registered before 16 June 2025, an existing nominee had 60 days after that date to disclose; a later nominee has 30 days after becoming one. Cessation and any change to supplied nominator particulars must each be reported within 30 days. These historical transition clocks are separate from the company’s central-register filing deadline.
Nominator particulars and actual dates
An individual nominator’s record includes full name, aliases, residential address, email, contact number, nationality, identity-card/passport number, birth date and the director’s nominee commencement date. A legal entity’s listed particulars are its name, ACRA UEN if any, registered office, email, contact number, legal form, formation jurisdiction and statute, and applicable corporate-register name and registration/identification number. Although the legal-entity bullet list omits a commencement-date item, Annex A expressly includes it. Paragraph 3.4.2 requires actual commencement/cessation dates on or after 16 June 2025. ACRA and UK Companies House illustrate registry names; these differ from jurisdiction, statute and legal form.
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 Seventh 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-director 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 directors 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 director 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.
Annex A: entry, cessation and particulars changes
The six-page template separates entry date, nominee director name, nominator particulars and remarks. Individual and foreign corporate examples show identity/contact details and relationship commencement or cessation; a change example adds the new registered-office address and the particulars-change date. Record each event separately. The change example prints a 16 June 2025 entry beside a 17 June 2025 change, so its sample chronology should not override actual event dates and the statutory clocks. Annex A’s layout is illustrative; the prescribed register form governs.
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 ↗