§ 386ALB — Nominee shareholders

386ALB.—(1) A shareholder of a company incorporated on or after 4 October 2022 but before the appointed day —(a)

who is a nominee on the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date of incorporation; or

(b)

who becomes a nominee after the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(1A) A shareholder of a company incorporated on or after the appointed day —(a)

who is a nominee on the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, on that date; or

(b)

who becomes a nominee after the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(2) A shareholder of a company incorporated before 4 October 2022 —(a)

[Deleted by Act 23 of 2024 wef 16/06/2025]

(b)

who becomes a nominee after 4 October 2022 must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(3) A shareholder of a foreign company registered under Division 2 of Part 11 on or after 4 October 2022 but before the appointed day —(a)

who is a nominee on the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date of registration; or

(b)

who becomes a nominee after the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(3A) A shareholder of a foreign company registered under Division 2 of Part 11 on or after the appointed day —(a)

who is a nominee on the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, on that date; or

(b)

who becomes a nominee after the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(4) A shareholder of a foreign company registered under Division 2 of Part 11 before 4 October 2022 —(a)

[Deleted by Act 23 of 2024 wef 16/06/2025]

(b)

who becomes a nominee after 4 October 2022 must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(5) A shareholder of a company or foreign company (whether incorporated or registered before, on or after the appointed day) must —(a)

within 30 days after the shareholder ceases to be a nominee, inform the company or foreign company of the fact that the shareholder has ceased to be a nominee; and

(b)

within 30 days after any change to the particulars provided to the company or foreign company under this section (whether as in force on or before the appointed day) inform the company or foreign company of the change.[Act 23 of 2024 wef 16/06/2025]

(6) If a shareholder of a company or foreign company (as the case may be) fails to comply with subsection (1), (1A), (2), (3), (3A), (4) or (5), the shareholder shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.[Act 23 of 2024 wef 16/06/2025]

(7) In this section and section 386ALA, a shareholder of a company or foreign company is a nominee if the shareholder satisfies either or both of the following:(a)

the shareholder is accustomed or under an obligation whether formal or informal to vote, in respect of shares in the company or foreign company of which the shareholder is the registered holder, in accordance with the directions, instructions or wishes of any other person;

(b)

the shareholder receives dividends, in respect of shares in the company or foreign company of which the shareholder is the registered holder, on behalf of any other person.[Act 23 of 2024 wef 16/06/2025]

(7A) In this section, a shareholder of a company incorporated before the appointed day or of a foreign company registered under Division 2 of Part 11 before that day, who, on that day —(a)

was not a nominee within the meaning of subsection (7) as in force immediately before that day; but

(b)

is a nominee within the meaning of that subsection as in force on that day,

is treated as a shareholder of the company or foreign company who becomes a nominee on the appointed day.

[Act 23 of 2024 wef 16/06/2025]

(8) In this section and section 386ALA —“appointed day” means the date of commencement of section 10 of the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024;[Act 23 of 2024 wef 16/06/2025]

“company” means a company having a share capital;

“foreign company” means a foreign company having a share capital;

“shareholder”, in relation to a company or foreign company, means a person who is registered in the register of members of the company or foreign company as a holder of shares in the company or foreign company.[Act 2 of 2022 wef 04/10/2022]

—(1) A shareholder of a company incorporated on or after 4 October 2022 but before the appointed day —(a)

who is a nominee on the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date of incorporation; or

(b)

who becomes a nominee after the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(1A) A shareholder of a company incorporated on or after the appointed day —(a)

who is a nominee on the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, on that date; or

(b)

who becomes a nominee after the date of incorporation must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(2) A shareholder of a company incorporated before 4 October 2022 —(a)

[Deleted by Act 23 of 2024 wef 16/06/2025]

(b)

who becomes a nominee after 4 October 2022 must inform the company of that fact, and provide to the company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(3) A shareholder of a foreign company registered under Division 2 of Part 11 on or after 4 October 2022 but before the appointed day —(a)

who is a nominee on the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date of registration; or

(b)

who becomes a nominee after the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(3A) A shareholder of a foreign company registered under Division 2 of Part 11 on or after the appointed day —(a)

who is a nominee on the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, on that date; or

(b)

who becomes a nominee after the date of registration must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(4) A shareholder of a foreign company registered under Division 2 of Part 11 before 4 October 2022 —(a)

[Deleted by Act 23 of 2024 wef 16/06/2025]

(b)

who becomes a nominee after 4 October 2022 must inform the foreign company of that fact, and provide to the foreign company prescribed particulars of the person for whom the shareholder is a nominee, within 30 days after the date on which the shareholder becomes a nominee.[Act 23 of 2024 wef 16/06/2025]

(5) A shareholder of a company or foreign company (whether incorporated or registered before, on or after the appointed day) must —(a)

within 30 days after the shareholder ceases to be a nominee, inform the company or foreign company of the fact that the shareholder has ceased to be a nominee; and

(b)

within 30 days after any change to the particulars provided to the company or foreign company under this section (whether as in force on or before the appointed day) inform the company or foreign company of the change.[Act 23 of 2024 wef 16/06/2025]

(6) If a shareholder of a company or foreign company (as the case may be) fails to comply with subsection (1), (1A), (2), (3), (3A), (4) or (5), the shareholder shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.[Act 23 of 2024 wef 16/06/2025]

(7) In this section and section 386ALA, a shareholder of a company or foreign company is a nominee if the shareholder satisfies either or both of the following:(a)

the shareholder is accustomed or under an obligation whether formal or informal to vote, in respect of shares in the company or foreign company of which the shareholder is the registered holder, in accordance with the directions, instructions or wishes of any other person;

(b)

the shareholder receives dividends, in respect of shares in the company or foreign company of which the shareholder is the registered holder, on behalf of any other person.[Act 23 of 2024 wef 16/06/2025]

(7A) In this section, a shareholder of a company incorporated before the appointed day or of a foreign company registered under Division 2 of Part 11 before that day, who, on that day —(a)

was not a nominee within the meaning of subsection (7) as in force immediately before that day; but

(b)

is a nominee within the meaning of that subsection as in force on that day,

is treated as a shareholder of the company or foreign company who becomes a nominee on the appointed day.

[Act 23 of 2024 wef 16/06/2025]

(8) In this section and section 386ALA —“appointed day” means the date of commencement of section 10 of the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024;[Act 23 of 2024 wef 16/06/2025]

“company” means a company having a share capital;

“foreign company” means a foreign company having a share capital;

“shareholder”, in relation to a company or foreign company, means a person who is registered in the register of members of the company or foreign company as a holder of shares in the company or foreign company.[Act 2 of 2022 wef 04/10/2022]