If you are thinking of setting up a company in Singapore, you may have heard of the term “nominee shareholder”. A nominee shareholder is a person or entity that holds shares on behalf of the actual or beneficial owner of the shares. This arrangement is legal and common in Singapore, as it allows the beneficial owner to maintain confidentiality and protect their identity from public disclosure. However, there are also some risks and obligations involved in appointing a nominee shareholder, which you should be aware of before making this decision. In this blog post, we will explain what a nominee shareholder is, why you may need one, and how to appoint one in Singapore.
What is a nominee shareholder?
A nominee shareholder is an individual or company that holds shares on behalf of the beneficial owner, who is the person who ultimately owns and controls the shares. The nominee shareholder acts as an agent for the beneficial owner and has the legal title to the shares, while the beneficial owner retains the economic benefits and rights attached to the shares, such as dividends, voting rights, and capital gains. The nominee shareholder does not have any interest or stake in the company, and is obliged to act according to the instructions and directives of the beneficial owner.
Why do you need a nominee shareholder in Singapore?
One of the main reasons why you may need a nominee shareholder in Singapore is to maintain confidentiality and protect your identity as a company owner. In Singapore, information about directors and shareholders of companies is publicly available and can be accessed by anyone through the Accounting and Corporate Regulatory Authority (ACRA) website. This means that anyone can find out who owns and controls a company in Singapore, which may expose you to unwanted attention, scrutiny, or competition.
By appointing a nominee shareholder, you can keep your name off the public records and avoid revealing your personal or business interests to third parties. This may be beneficial for various reasons, such as:
– You want to avoid conflicts of interest with your current employer, business partners, or customers
– You want to diversify your portfolio or enter a new market without attracting attention from your competitors
– You want to safeguard your privacy and security from potential threats or harassment
– You want to comply with certain legal or regulatory requirements in your home country or jurisdiction
Another reason why you may need a nominee shareholder in Singapore is to meet the minimum shareholding requirement for certain types of companies. For example, if you want to set up a private limited company in Singapore, you need to have at least one shareholder who can be an individual or a corporate entity. If you do not have any suitable partners or investors to join you as shareholders, you can appoint a nominee shareholder to fulfill this requirement.
How to appoint a nominee shareholder in Singapore?
To appoint a nominee shareholder in Singapore, you need to enter into a nominee shareholder agreement with the person or entity that will act as your nominee. The agreement should clearly state the terms and conditions of the arrangement, such as:
– The number and value of shares held by the nominee
– The rights and obligations of both parties
– The fees and expenses payable to the nominee
– The duration and termination of the agreement
– The dispute resolution mechanism
The agreement should also include a declaration of trust, which confirms that the nominee holds the shares in trust for the beneficial owner and has no beneficial interest in them. The declaration of trust should be signed by both parties and witnessed by a third party.
In addition to the agreement, you also need to comply with certain legal requirements under the Companies Act 1967. Since 4 October 2022, all companies in Singapore are required to maintain a register of their nominee shareholders and their nominators. The register should contain particulars such as:
– The name and address of each nominee shareholder
– The name and address of each nominator
– The date on which each person became or ceased to be a nominee shareholder or nominator
– The number and class of shares held by each nominee shareholder
The register should be kept at the registered office or principal place of business of the company, and updated within 7 days after being informed of any change. The register should also be produced upon request by ACRA, an officer of ACRA, or a public agency.
Nominee shareholders are also required to inform their respective companies of their status as nominees and provide their nominators’ particulars within certain timelines. Failure to comply with these requirements may result in penalties or prosecution.
Appointing a nominee shareholder in Singapore can be a useful way to protect your identity and interests as a company owner. However, it also involves some risks and responsibilities that you should be aware of before making this decision. Therefore, it is advisable to seek professional advice before appointing a nominee shareholder in Singapore.
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