179-6 Duty of Nominee Directors

(1) A Nominee Director shall inform the company that he is a nominee and provide all the required particulars referred to in section 179-7(1)(a) to (e) (Register of Nominee Directors) of the Person for whom the Nominee Director is a nominee within:

1. (a) sixty (60) days of the Commencement Date, where the company is incorporated, registered or continued prior to the Commencement Date; or
2. (b) thirty (30) days of the later of:

(iii) the date of incorporation or registration of the company; or

(iv) the Nominee Director becoming a nominee.

(2) A Nominee Director shall inform the company of any change to the particulars provided under subsection (1) within thirty (30) days of the change.

(3) A Nominee Director shall also inform the company that he ceased to be a nominee within thirty (30) days of the cessation.

(4) For the purposes of this Chapter, a Director is a Nominee Director if he is under an obligation to act in accordance with the directions or instructions of another Person, notwithstanding his duties owed to a Company as referred to in section 76 (Duties of Directors).

(5) Contravention of subsection (1) is punishable by a fine.

179-7 Register of Nominee Directors

(1) A company which has one (1) or more Nominee Directors shall keep and maintain a Register of Nominee Directors in which they shall be entered. An election may be made in relation to a Private Company for the information, which otherwise would require to be kept in the Register of Nominee Directors, to be kept by the Registrar.

(1-1) The following information obtained pursuant to section 179-6(1) (Duty of Nominee Directors) or otherwise known by it, shall be entered in relation to the Person on whose behalf, each Nominee Director acts:

• (a) full legal name;
• (b) residential address and, if different, an address for service of notices under these Regulations;
• (c) date of birth;
• (d) nationality;
• (e) information identifying the Person from their passport or other government-issued national identification document acceptable to the Registrar of Companies, including:

(i) identifying number;

(ii) country of issue; and

(iii) date of issue and of expiry, and, in respect of each Nominee Director;

• (f) the date on which the Nominee Director became a Nominee Director of the Company; and
• (g) the date on which the Nominee Director ceased to be a Nominee Director of the Company.

(2) Contravention of subsection (1) is punishable by a fine.

(3) A Private Company may make an election to keep information in the Register kept by the Registrar.

(4) An election may be made under this section by:

• (a) the applicant wishing to incorporate a Private Company under these Regulations; or
• (b) the Private Company itself once it is incorporated.

(5) In paragraph (b) of subsection (4), the election is of no effect, without prior agreement of all the Shareholders of the Private Company to the making of the election.

(6) An election under this section is made by giving notice of election to the Registrar.

(7) If the notice is given by Person(s) wishing to incorporate a Private Company:

• (a) it must be given together with the application for the incorporation under section 13; and
• (b) it must be accompanied by a statement containing all the information prescribed by the Rules.

(8) If the notice is given by the Private Company, it must be accompanied by:

• (a) a statement by the Private Company that all the Shareholders of the Private Company have assented to the making of the election; and
• (b) a statement containing all the information prescribed by the Rules to be contained in the Private Company's Register of Nominee Directors as at the date of the notice in respect of matters that are current as at that date.

(9) An election made under subsection (3) takes effect when the notice of election is registered by the Registrar.

(10) The election remains in force until either:

• (a) the Private Company ceases to be a Private Company; or
• (b) a notice of withdrawal sent by the Private Company under subsection (14) is registered by the Registrar, whichever occurs first.

(11) While an election under subsection (3) is in force, a Private Company must continue to keep a Register of Nominee Directors in accordance with the subsection (1) of section 179-7, containing all the information that was required to be stated in that Register as at the time immediately before the election took effect, but the Private Company does not have to update that Register to reflect any changes that occur after that time.

(12) The date to be recorded in the Register kept by the Registrar is to be the date on which the document containing that information is registered by the Registrar.

(13) During the period when an election under subsection (3) is in force, a Private Company must deliver to the Registrar any information under subsection (1-1) which the Private Company would, in the absence of any such election, have been obliged under these Regulations to enter in its Register of Nominee Directors and it must do so as soon as reasonably practicable after any relevant change but in any event within a period of 14 days.

(14) A Private Company may by giving notice of withdrawal to the Registrar withdraw an election made by or in respect of it under subsection (3), where:

• (a) the withdrawal takes effect when the notice is registered by the Registrar;
• (b) the effect of withdrawal is that the Private Company's obligation under subsection (1) of section 179-7 to keep and maintain a Register of Nominee Directors applies from then on with respect to the period going forward;
• (c) the Private Company must place a note in its Register of Nominee Directors —

(i) stating that the election under subsection (3) has been withdrawn;

(ii) recording when that withdrawal took effect; and

(iii) indicating that information about its Nominee Directors relating to the period when the election was in force that is no longer current is available for public inspection on the Register kept by the Registrar.

(15) All notices and information to be delivered to the Registrar under this section must be made in Writing.

(16) Contravention of subsections (3) to (15) is punishable by a fine.