What a nominee shareholder is
A nominee shareholder holds shares in a company on your behalf. The shares are registered in the nominee's name, but a declaration of trust records that they're held for you: you remain the beneficial owner, dividends and sale proceeds are yours, and the nominee votes and signs only as you instruct.
It solves a different problem from a nominee director. The director appointment satisfies a legal residency requirement; the shareholder arrangement is about who appears on the shareholder register. The two are often used together, but there's no requirement to take both.
When companies use one
The common situations:
- Privacy. Singapore's shareholder register is public: anyone who searches your company on ACRA sees who owns it. A nominee keeps your name off that public record.
- Group and holding structures, where shares need to be held on trust during a reorganisation or between funding rounds.
- Staged transactions, where shares are held on trust until a deal completes.
One thing to be clear about: the arrangement doesn't hide you from the authorities. Your details still go in the company's register of registrable controllers, which regulators can inspect, and banks will still run know-your-customer (KYC) checks on the beneficial owner. What it keeps private is the public-facing record.
Who it's for
- Founders who prefer not to appear on the public shareholder register.
- Groups and holding structures where shares need to be held on trust during a reorganisation.
- Investors completing a transaction in stages, with shares held on trust until completion.
What you get
Declaration of trust
A signed declaration recording that the shares are held on trust for you as beneficial owner.
Registered nominee shareholder
A Duellix nominee entered in the register of members and on the ACRA record.
Acting on your instruction
The nominee votes and signs as you direct. Dividends and sale proceeds flow to you.
How it works
KYC & declaration of trust
We complete due diligence on the company and its beneficial owners, and prepare the declaration of trust.
Shares registered
The shares are transferred or allotted to the nominee and the change is filed with ACRA.
Ongoing arrangement
The nominee acts on your instructions for as long as the arrangement runs, and the shares transfer back when it ends.
Timeline & Pricing
Timeline
Set up within days once KYC is complete.
Cost
S$2,000 one-off setup, including the declaration of trust, plus S$2,000 per year for the ongoing arrangement.
Pricing
| Nominee shareholder (setup)Includes the declaration of trust. | S$2,000 one-off |
| Nominee shareholder (ongoing) | S$2,000 / year |
How the arrangement is protected
The declaration of trust is the document that protects you. It's signed before the arrangement starts and records that the nominee holds the shares for you absolutely: your dividends, your sale proceeds, your voting instructions. Without it you'd be relying on goodwill; with it the arrangement is enforceable.
We run full KYC before accepting any appointment, on the company and on you as beneficial owner. That protects both sides, and it's why the arrangement holds up when a bank or regulator asks about it. If your plans change, the shares transfer back to you (or to a buyer) and the arrangement ends.
Frequently Asked Questions
Is a nominee shareholder arrangement legal?
Yes. Holding shares on trust is a standard, legal arrangement, documented in a declaration of trust. We run full KYC before accepting any appointment, which is exactly what keeps the arrangement credible with banks and regulators.
Do I lose ownership of my shares?
No. The nominee is the registered holder, but the declaration of trust records you as the beneficial owner. Dividends, sale proceeds, and voting control stay with you.
Does this make my ownership anonymous?
Not from the authorities. Your details still go in the company’s register of registrable controllers, and banks still verify the beneficial owner. What changes is the public ACRA record, which shows the nominee instead of you.
Can I end the arrangement whenever I want?
Yes. The shares transfer back to you (or to a buyer) and the arrangement closes. We prepare the paperwork and the ACRA filing.
What’s the difference between a nominee shareholder and a nominee director?
A nominee director satisfies the legal requirement for a Singapore-resident director. A nominee shareholder holds shares on trust so your name stays off the public register. They solve separate problems and are priced separately.