§ 145A — 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.[Act 22 of 2024 wef 09/06/2025]

—(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.[Act 22 of 2024 wef 09/06/2025]