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Directors of Offshore Companies in Singapore

Updated on Sunday 19th March 2017

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According to the Singapore Companies Law foreign individuals are allowed to register companies in the city-state. Foreign investors may also establish offshore companies in Singapore provided that they follow the legal requirements. In order to establish an offshore company in Singapore the following conditions must be met:

  •          - the company must have at least one shareholder,
  •          - the Singapore offshore company must have at least one resident director,
  •          - the company must have a resident secretary.

The offshore company must also have a registered address. However, there are no requirements for a minimum share capital. All foreign investor wanting to set up an offshore company must request the services of specialists in company registration in Singapore. We can also assist foreign investors interested in opening a company in Singapore.

Duties and responsibilities of directors of offshore companies in Singapore

Foreign investors are required to appoint a resident director for their offshore company in Singapore. They can also appoint a nominee director who will be registered with the Singapore Companies Register. The nominee director of an offshore company in Singapore does not play any role the company’s management and has no power of decision. The nominee director may be a resident or a Singapore company that will render nominee director services.

The duties and responsibilities of the offshore company’s director are to conduct the annual general meeting, to file annual return with ACRA (the Accounting Compliance Regulatory Authority of Singapore) and the annual financial statements with the IRAS (the Inland Revenue Authority of Singapore). A nominee director of a Singapore offshore company will be held liable for statutory requirements and will represent the company in relation with third parties.

Our Singapore company formation consultants can offer more information on our nominee director services.

How to appoint a director for an offshore company in Singapore

As seen above, the director of a Singapore offshore company must be a resident. However, the law also allows for local companies to take on the role of directors of offshore companies. These are usually referred to as nominee directors.

If the director is a natural person, he or she must comply with the same regulations applicable to directors of onshore companies in Singapore. These regulations are:

  • -       the director must be of the legal age of 18;
  • -       if he or she is not a Singapore national, a permanent residence permit is required in order to satisfy the residency condition;
  • -       the details of the director must be submitted with ACRA;
  • -       the individual must have the necessary qualifications for occupying this position;
  • -       the individual must have a clean criminal record.

Just like all other types of structures, offshore companies in Singapore may appoint as many directors as they want.

Our Singapore company formation agents can offer more information on the requirements for appointing directors in the city-state.

The benefits of nominee directors for offshore companies in Singapore

Offshore companies are required to open a bank account in Singapore prior to commencing trading activities. In order to open a corporate bank account a meeting with bank representatives is often required. The nominee director can meet with bank representatives and third parties also in order to complete all registration procedures, thus saving the owner’s time.  The nominee director may also fulfill all other legal requirements arising when opening an offshore company in Singapore. Among these, the director may register the company for taxation purposes and obtain all relevant business licenses, if required.

For details about company registration and provisions of the Companies Act, please contact our representatives in company formation in Singapore. You can also rely on us for assistance with the Singapore company formation process.

 

 

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