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Register of Nominee Directors (ROND)

Following our previous article on Register of Registrable Controllers (RORC), in this issue, we shall highlight another register that came into effect on 31 March 2017 as part of changes to the Companies Act – the Register of Nominee Directors (ROND).

When foreign business owners come to Singapore to start businesses, many do so without being physically present in Singapore to run their businesses. As they are not in the country, coupled with the requirement that at least one director be locally resident in Singapore, many business owners engage nominee directors (NDs) to act in their stead. While many foreign business owners engage NDs, local business owners may also appoint NDs for various reasons.

Who is a nominee director?

Generally speaking, NDs are obligated to act according to the instructions of their nominators, typically the controllers of the company (you may find out more about controllers here). Thus, while they are legal officers of the company, NDs tend to have no material control of its operations.

What is ROND?

Under the Company’s act, a nominee director must inform the company of his appointment as an ND within 30 days (including those who became nominee directors at incorporation). In addition, the ND must provide the particulars of his nominator(s), which is to be kept in the ROND at the entity’s registered address or the address of the entity’s Registered Filing Agent (RFA).

The ROND contains the particulars of nominators of NDs. Like the RORC, the requirement for maintaining ROND is to ensure accurate and transparent information on beneficial ownership and control of entities, which would also comply with the requirements of Financial Action Task Force (FATF), the global money laundering and terrorist financing watchdog.

All companies must also input all historical records, including particulars of previous NDs and the date they ceased to be NDs. The date on which an individual or legal entity becomes/ceases to be a nominator should be the actual date that the person becomes/ceases to be a nominator of a ND, which has to be on or after 31 March 2017 as the law commenced on that date.

What should an ND do?

  • Provide information of particulars of the ND’s nominator to the entity
  • Update the entity if there are any changes to the particulars of the ND’s nominator
  • Inform the entity once he ceases to be an ND

Who can see information in ROND?

  • Only the Registrar of Companies, ACRA officers or public agencies and their officers are allowed access to the ROND.
  • Requests for access are usually only required in the course of investigating possible offences by government agencies.
  • Officers of the company (directors and company secretaries) are also allowed access to ROND.

Shareholders, auditors and the public are not entitled to access information in the ROND.

Updating of ROND

NDs must inform the company of any changes in the particulars of their nominator(s) or their cessation of being an ND within 30 days. Directors that fail to inform the company of these changes may result in a fine not exceeding S$5,000 on the director.

Who can set up ROND for companies?

Company officers and appointed RFAs are allowed to make changes to the ROND. RFAs are generally companies that provide nominee director services and corporate secretarial services. Companies may appoint RFAs to assist them in setting up and maintaining their ROND if they are unsure how to do so.