All Singapore-incorporated businesses are legally required to appoint a minimum of one resident director on their board of directors. As per the Singapore Companies Act, a resident director is defined as an individual who is a Singapore citizen, Permanent Resident (PR), or a holder of an Employment Pass or EntrePass with a minimum of six months validity remaining.
For foreign entrepreneurs or business owners who wish to incorporate a company in Singapore, they may not meet this residency requirement. In order to comply with Singaporean laws and regulations, they may be required to appoint a nominee director in Singapore to serve as the company’s director.
A nominee director is an individual appointed by the company’s shareholders to act as a director on their behalf. The nominee director holds legal responsibility for the company and its actions but does not have any decision-making power or control over the company’s operations.
They are typically appointed for a specific period of time, and their role is to ensure that the company is in compliance with Singaporean laws and regulations.
When choosing a nominee director, it is important to select an individual who is reputable, trustworthy, and has a good understanding of Singaporean laws and regulations. One can choose a nominee director from a reputable corporate service provider or legal firm in Singapore.
Having a nominee director in Singapore can assist your company in meeting the legal requirement of having a resident director while also providing assurance that the company is in compliance with Singaporean laws and regulations. Furthermore, a nominee director can provide valuable guidance and advice on the legal and regulatory requirements of running a business in Singapore.
WHY IS IT NECESSARY TO ASSIGN A NOMINEE DIRECTOR IN SINGAPORE?
An increasing number of foreigners are moving to Singapore to start businesses and make investments. These foreign-owned enterprises might violate the law, simply shut down, or leave Singapore.
Common business crimes include evading taxes, making unauthorized payments, and stealing money from clients or partners. These dangers compel Singapore’s government to improve the oversight of foreign-owned businesses.
The policy of the Singaporean government now includes the resident-director requirement. By overseeing and managing local businesses founded by foreigners, these directors will make sure that local rules are being followed.
Nominee directors can ensure that these obligations are met. The liabilities of the companies they work for are the responsibility of the nominated directors, and criminal charges may be brought against nominee directors if the companies commit any crimes. The director nominee will take all possible precautions to reduce this risk.
The yearly reports of your company will be examined by nominee directors before being forwarded to the appropriate governmental organizations.
What Is a Nominee Director in Singapore?
The word “nominee” refers to the non-executive position that nominee directors hold within corporations. The sole purpose of a nominated director is to ensure that the board of directors always includes at least one resident director.
As a result, a nominee director typically refrains from participating in other types of corporate activities, such as accessing a business bank account or voting at board meetings or attending them.
Who Is Eligible to Be a Singapore Nominee Director?
The Singapore Companies Act stipulates that a director must be:
- A Singaporean permanent resident, or a holder of an Entrepass work visa with a Singapore address
- 18 years old or older
A nominee director may not be:
- A bankrupt with no discharge
- Having been found guilty of a crime involving fraud or deceit that entails a sentence of more than three months in jail
- Three or more ACRA filing infractions, which resulted in a court conviction
- Been connected to three or more businesses that ACRA banned in the previous five years
- On the basis of national security or interest, ineligible for companies winding up
- Ineligible for Insolvent Companies’ Unfit Directors
- Disqualified for Failing to Make Returns
HOW IS A NOMINEE DIRECTOR APPOINTED IN SINGAPORE?
Appointing a nominee director in Singapore involves two main steps:
Step 1: Sign a Nominee Director Agreement
The nominee director should sign a legally binding agreement stating that they will solely act according to the instructions provided by the company’s shareholders or management. The agreement should clearly outline the following:
The terms and conditions of the agreement with the nominee director.
The nominee director’s authority and responsibilities
A statement indicating that the nominee director is not responsible for the management of the company
A statement indicating that the nominee director cannot make any business decisions or provide personal guarantees
The method of dispute resolution in case of any conflicts
Any other specialized tasks that the nominee director may be expected to perform.
Step 2: Update ACRA and Create the Nominee Directors Register
Once a nominee director has been appointed, their details must be entered into the Register of nominee directors and updated in the ACRA records.
Singapore-incorporated companies must create and maintain a register of its nominee directors, which includes information about the nominee director. Whether the nominee is an individual or a legal entity affects the specifics of the nomination.
The registry will not be made public, but the company must be able to submit the registration and other relevant documents upon request from ACRA or other government bodies. It’s worth mentioning that a few exceptions do not require maintaining a registry of nominee directors.
In summary, appointing a nominee director in Singapore requires a legally binding agreement outlining the terms of the appointment, updating the nominee director’s information with ACRA, and creating a register of nominee directors. This ensures compliance with Singaporean laws and regulations while allowing foreign entrepreneurs to incorporate their business in Singapore.
WHY SHOULD YOU USE NOMINEE DIRECTOR SERVICES IN SINGAPORE?
There are several reasons why a foreign entrepreneur or business owner might choose to use nominee director services in Singapore:
- Compliance with Singaporean laws and regulations: As previously mentioned, all Singapore-incorporated businesses are legally required to appoint a minimum of one resident director on their board of directors. By using a nominee director service, foreign entrepreneurs can comply with this legal requirement without needing to meet the residency requirement themselves.
- Maintaining confidentiality: By using a nominee director service, business owners can maintain their anonymity and keep their personal information private. This can be especially beneficial for business owners who are concerned about their personal safety or the security of their business.
- Protection of assets: Using a nominee director service can help protect the business owner’s assets by separating them from the company’s assets. This can be especially beneficial in the event that the company is sued or faces financial difficulties.
- Professional guidance: A nominee director appointed through a reputable corporate service provider or legal firm can provide valuable guidance and advice on the legal and regulatory requirements of running a business in Singapore and can help the business owner navigate the complexities of Singapore’s business environment.
- Ease of incorporation: A nominee director service can also facilitate the company’s incorporation process, making it easier for foreign entrepreneurs to set up their businesses in Singapore.
- Time-saving: Appointing a nominee director can save business owners time and effort by handling compliance and regulatory issues on their behalf.
In summary, nominee director services in Singapore can provide foreign entrepreneurs with a compliant and professional way to manage their Singapore-incorporated business while keeping their personal information private, protecting their assets, and receiving professional guidance and advice.
It is customary for foreign business owners to select a nominee director to fulfill Singapore’s company incorporation requirements.
Relin Consultants is dedicated to providing comprehensive support to entrepreneurs and business owners looking to establish a presence in Singapore. Our team of experts offers comprehensive nominee director services to ensure compliance with Singaporean laws and regulations while maintaining a positive reputation for your business.
Our nominee directors are well-versed in Singaporean laws and regulations and can provide valuable guidance and advice on the legal and regulatory requirements of running a business in Singapore. We understand the importance of compliance and reputation in today’s business environment and strive to ensure that your business is always in compliance and maintains a positive reputation.
Don’t let compliance and regulatory issues keep you from establishing your business in Singapore. Contact us today to learn more about our nominee director services and how they can benefit your business. Our team will be happy to assist you in setting up and running a compliant and successful business in Singapore.
Why Do Some CSPs Require a Deposit for Nominee Director Services in Singapore?
Some CSPs (Corporate Service Providers) in Singapore require a deposit for nominee director services as a way to ensure that their clients are committed to maintaining the company and fulfilling their financial obligations. The deposit is usually held in escrow and is only released to the client once the CSP is satisfied that the client has fulfilled their obligations.
Additionally, having a deposit on file can also serve as a form of protection for the CSP if the client does not fulfill their obligations and the CSP is required to step in and take action on behalf of the company.
What Happens When a Company Gets an Uncontactable or Uncooperative Local Nominee Director?
When a Nominee Director stops cooperating with clients or becomes unavailable, businesses are frequently forced to replace them. As corporate service providers, it is our responsibility to openly and properly communicate with our clients about the duties and purviews of nominee directors.
To safeguard both our interests and those of our clients, we always offer a Nominee Director Arrangement. When challenges emerge, a third party is available to assist with communication and problem-solving.
Do I Need to Appoint a Local Singapore Business Associate or a Local Employee as a Local Nominee Director?
You may do so as long as they meet all of the director qualifications established by ACRA. Clients must never lose sight of the fact that, despite the Nominee status, the local business partner outside of your company will still be required to sign the firm’s year-end reports in the capacity of the Local Director.
This would imply that a business must reveal sensitive information to this local business partner, such as company profit and loss accounts, shareholding changes, and commercial dealings. The same is true when a local employee is chosen to serve as your Local Director.
To avoid these potential conflicts of interest, we advise customers to cooperate with an externally nominated director.
Why Do CSPs and Nominee Directors Request Information About the Company?
To guarantee no conflicts of interest among the companies they represent, nominee directors must do an initial evaluation of proper-and-fit criteria.
A nominee director must perform the fiduciary obligations imposed by ACRA even though they are acting in a nominee capacity and lack the authority to manage the company. They must make sure the businesses they represent don’t engage in illegal activity or run without a license.
As part of their KYC process, CSPs who offer the nominee director service must present a thorough justification of business planning or submit a business proposal.