COUNTRY

Singapore

SINGAPORE NOMINEE DIRECTOR SERVICE

A nominee director is essential to any foreigner looking to start a business in Singapore. To obtain one, business owners can engage with our team to get the best experience.

Singapore companies act mandates that all Singapore-incorporated companies must appoint one director who ordinarily resides in Singapore. As such, you must nominate the individual before incorporating the Singapore company; the company must at all times appoint at least one resident director.  

A resident director refers to a person who is physically residing in Singapore. The person must have validated proof of residential address.

A company director must also meet the following minimum criteria.

  • At least 18 years old
  • Of full legal capacity
  • A Singapore citizen, Singapore permanent resident, EntrePass or employment pass (EP) holder
  • Not disqualified from acting as a director of a company (e.g. an undischarged bankrupt)

Most foreign investors setting up a Singapore company might not readily have or know someone who fulfills the requirement and can be appointed to fulfill the statutory requirement.

Finding a nominee director to represent your company in Singapore may be difficult and risky, and many investors are also unclear about where to start the search. Relin Consultants provide our clients with nominee director service to help our clients to fulfill the statutory requirements.

RESPONSIBILITIES OF NOMINEE DIRECTOR IN SINGAPORE

The board of directors is responsible for managing the company’s affairs and being held accountable to the shareholders. In Singapore, a nominee director will not have any authority to decide on behalf of the company. The local nominee director in Singapore will not be involved in the day-to-day operations of your business. Rather, he or she will be chosen solely to ensure compliance with Singapore’s regulatory standards. 

A Singapore nominee director must have the following qualities – 

  • A director who will carry out their responsibilities with the utmost honesty and integrity. 
  • An individual who is familiar with all of the rules and regulations that must be followed to provide you with peace of mind. 
  • Provide documentation of the company’s local office address. 
  • Complies with Singapore corporate regulations

Relin consultants will also prepare a separate nominee director agreement where the rights and responsibilities of the appointed nominee are stipulated to protect the client’s interest. 

The agreement is a written agreement between the nominee and the Professional firm. It safeguards both parties by ensuring that (a) the candidate cannot be held liable for the company’s board of directors’ choices, and (b) the nominee cannot make any decisions that have a significant influence on the company.

Despite the nominee director agreement, the nominee will still be subject to Singaporean laws and must behave in the best interests of the firm they represent.

The nominee director Singapore’s duties include the following.

  • The company’s statutory books are documented in detail. 
  • Regulatory filings are completed on schedule. 
  • Accounting records and annual financial statements are meticulously kept. 
  • Meetings of shareholders and directors are held per the law.
  • They uphold their fiduciary duty to the company in all of their official acts.

HOW TO APPOINT A NOMINEE DIRECTOR IN SINGAPORE?

  • Find a qualified nominee director 

The applicant has two options for the nominee director: They can either choose a dependable person to serve in that capacity or hire a skilled service provider such as Relin Consultants who specializes in acting in that capacity.

  • Execute a Nominee Director Service Agreement 

Once a nominee director has been chosen, the applicant must sign a Nominee Director Service Agreement outlining the terms and conditions of the appointment as well as the nominee director’s obligations and liabilities.

  • Obtain the required paperwork

The company’s memorandum and articles of association, as well as other relevant corporate documents such as board resolutions and incorporation certificates, must be sent to the nominee director in order to enable the appointment.

  • Apply for the appointment of nominee director

By submitting the required paperwork to Singapore’s Accounting and Corporate Regulatory Authority (ACRA), the applicant can apply for the appointment of a nominee director.

  • Verify the nominee director’s identity

The nominee director will be required to present identification and address proof as part of the appointment process, which ACRA will verify.

  • Inform the nominee director

After ACRA has given its approval, the applicant must inform the nominee director and give them the information they require to fulfill their duties as a director of the firm.

  • Comply with legal requirements

The nominated director will be accountable for carrying out specific legal requirements, including submitting annual returns, convening annual general meetings, and keeping accurate financial records.

DIFFERENCE BETWEEN A REGULAR DIRECTOR AND NOMINEE DIRECTOR IN SINGAPORE

  • Role and Authority

On the board of directors, the normal director has a legitimate position.

A nominee director is chosen to represent the interests of a particular individual or organization.

  • Legal Status

Regular directors are subject to certain legal obligations, liabilities, and responsibilities.

The nominee director typically performs the duties of a representative authorized to carry out particular instructions.

  • Expertise and Experience

Regular directors are expected to have the necessary qualifications, expertise, and work experience.

Nominee directors typically obey the appointment party’s instructions and lack autonomous decision-making authority.

  • Confidentiality

Regular directors are bound by legal and ethical requirements and have access to private corporate information.

Depending on the instructions of the appointing party, the nominee director may have restricted access to corporate information.

  • Termination

Regular directors can be fired from their job through the appropriate legal processes, like shareholder voting.

usually appointed for a certain duration or purpose, and the appointment may be terminated at any moment by the party who appointed them.


WHAT IS THE DIFFERENCE BETWEEN A NOMINEE DIRECTOR AND A NOMINEE SHAREHOLDER IN SINGAPORE?

  • Meaning

A nominee director is a person appointed to the board of a company to represent another person or entity (often a shareholder or investor). For the hiring entity, they serve in the capacity of a director.

A nominee shareholder is a person or organization that holds stock in a corporation on behalf of the beneficial owner, another person or organization. The beneficial owner is not identified; nonetheless, the nominee shareholder’s name appears on the company’s register of shareholders.

  • Responsibility and Liabilities

Nominee directors have fiduciary duties to the entity appointing them, and they must operate in that entity’s best interests while abiding by the law. They do, however, also have responsibilities to the business and its stakeholders.

Nominee shareholders have no liability or fiduciary duties with regard to the company. They only act as the beneficial owner’s fiduciary when holding the shares.

  • Role and Authority

A nominee director’s main responsibility is to represent the appointing entity’s interests on the board at all times. They often follow the directions of the appointing entity and may not have much decision-making power.

The nominee shareholder is the legal owner of the shares, but he or she has no power or authority over them. They behave in accordance with the beneficial owner’s instructions while holding the shares in trust for that person.


BENEFITS OF CHOOSING RELIN CONSULTANT’S SINGAPORE NOMINEE DIRECTOR SERVICES

Flexible arrangement

We offer both short-term and long-term nominee services. Clients can engage us based on their preferences and cease the service as they wish.

If all goes well, you may not need to keep the nominee director indefinitely. Non-local directors can eventually take their place. Non-local directors can replace the existing candidates after applying for an employment pass from the Singapore Ministry of Manpower (which generally takes 6 months to process).

A nominee director is still necessary (a) when a firm incorporates in Singapore and (b) when an employment pass application is processed.

We do not charge termination penalties, and any prorated fees in excess will be refunded to our client.

Access to expert

Relin Consultants will provide you with a qualified candidate to act as the Singapore company nominee director. This will provide you access to a knowledgeable person who will ensure that your business remains compliant at all times, including filing all essential documents with ACRA and IRAS on time.

Cost-efficient and reliable

We provide competitive pricing to our clients who engage us for nominee director service.

As per local requirements, we will also enter the nominee’s information in the register of nominee directors after you have engaged our services. Proof of residential address, passport / NRIC, and appointment date of the nominee will be shared with our clients for record keeping. 

CONDITIONS FOR USING RELIN CONSULTANT’S NOMINEE DIRECTOR SERVICE FOR YOUR SINGAPORE COMPANY

As per Singapore legislation, our team will perform a due diligence check on our client before we can provide our services. Clients must provide us with the required documents for due diligence checks. 

Documents required include the following, 

  • Personal identification documents and address proof documents.
  • Individual background information. (for example, curriculum vitae (CV), resume, or Linkedin profile).
  • Purpose and plans for the Singapore entity
  • If the company has a corporate shareholder,  we will also require the corporate profile of the shareholder company.

The appointed nominee director cannot be involved in any operational matters of the client company. The individual will not be involved in any management decisions making process, he/she cannot execute any operational documents or provide financial guarantees on behalf of the Company.

The client must also execute an indemnity agreement prepared by our team. The agreement will protect the client by ensuring the nominee director is prohibited from taking actions that are harmful to the company. The indemnity agreement act as a measure to protect our client and the nominee. 

The nominee director will not be the sole director of the company. The client must appoint another CEO/executive director who will be the executive director. 

Our firm does not charge any security deposits. 

Feel free to reach out to us if you wish to proceed to engage our nominee director services.

FAQs

Why Is A Local Director Required In Singapore?

The Singapore government requires someone to be held accountable if a corporation violates laws. This helps them avoid foreign owners from fleeing the company and evading culpability if the country faces legal issues.

What Kind Of Risks Does A Nominee Director Handle?

A nominee director assumes a tremendous amount of risk. The nominee director is responsible to Singapore authorities if the company violates the law. While the powers of the nominee director are severely limited, his or her liability is not. Serious legal violations by the corporation may result in the nominee director being prosecuted in Singapore.

Is The Nominee Director Legal In Singapore?

Yes, the nominee director arrangement is legal in Singapore. However, companies using a nominee director must ensure that the arrangement is used for legitimate reasons and not with fraudulent intentions. The company must also notify the authorities of the ultimate beneficial owner and director details.

It is legal to appoint a nominee director for your Singapore company to fulfill statutory requirements. Companies that appoint a nominee with the intention to money launder or commit fraud will be charged by the court if deemed guilty.

Who Can Be a Nominee Director in Singapore?

As per ACRA, the nominee director must fulfill the following conditions. 

  • locally residing in Singapore
  • 18 years of age, at least
  • Has the full legal capacity
  • A Singapore citizen, Singapore permanent resident, EntrePass or employment pass (EP) holder
  • Not disqualified from acting as a director of a company (e.g. an undischarged bankrupt)

Are There Any Risks Involved in Engaging a Nominee Director?

Appointing a nominee director by hiring a professional firm is safe in the Singapore business environment. Most professional firms will provide you with nominee director services in Singapore by nominating an employee/director employed by the professional firm.

In addition, most professional firms will also prepare a well-drafted agreement to indemnify the company. The agreement will also remove any authority of the nominee to make company decisions.

Can The Nominee Director Also Be A Shareholder Of The Company?

A nominee shareholder refers to a person who “lends their name” and acts as the company’s shareholder on behalf of the actual shareholder.

A company can appoint the nominee director to be the nominee shareholder.

Do You Need To Appoint Other Company Directors If You Already Have A Nominee Director?

Yes, you must appoint other company directors, as the nominee director cannot be the only director of the company.

Here you can learn the detailed guide on why you need a nominee director in Singapore.

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