§ 38 — Amendment of Companies Act 1967

38. In the Companies Act 1967 —(a)

in section 4(1), replace the definition of “registered qualified individual” with —“ “registered corporate service provider” and “registered qualified individual” have the meanings given by section 2(1) of the Corporate Service Providers Act 2024;”;

(b)

after section 145, insert —“Acting as nominee director

145A.—(1) Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless —(a)

the person is a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act as a director of a corporation; or

(b)

his or her so acting is arranged by a registered corporate service provider for that corporate service.

(2) Subsection (1) does not apply where —(a)

the person acts as a nominee director of his or her affiliated company; or

(b)

the person had commenced acting as a nominee director of the company before the appointed day.

(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.

(4) In this section —“affiliated company”, in relation to a person, means —(a)

a company that employs the person; or

(b)

a company which by virtue of section 6 is deemed to be related to a corporation that employs the person;

“appointed day” means the date of commencement of section 38(b) of the Corporate Service Providers Act 2024;

“nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.”;

(c)

in section 386AB, delete the definition of “registered filing agent”; and

(d)

in the following provisions, replace “registered filing agent” with “registered corporate service provider”:Section 386AG(4)

Section 386AH(4)

Section 386AI(4).

—(1) Subject to subsection (2), a person must not, on or after the appointed day, act as a nominee director of a company by way of business, unless —(a)

the person is a registered corporate service provider for providing the corporate service of acting, or arranging for another person to act as a director of a corporation; or

(b)

his or her so acting is arranged by a registered corporate service provider for that corporate service.

(2) Subsection (1) does not apply where —(a)

the person acts as a nominee director of his or her affiliated company; or

(b)

the person had commenced acting as a nominee director of the company before the appointed day.

(3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to a further fine not exceeding $1,000 for every day or part of a day during which the offence continues after conviction.

(4) In this section —“affiliated company”, in relation to a person, means —(a)

a company that employs the person; or

(b)

a company which by virtue of section 6 is deemed to be related to a corporation that employs the person;

“appointed day” means the date of commencement of section 38(b) of the Corporate Service Providers Act 2024;

“nominee director” means a director who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.”;