Setting up a company in Singapore implies appointing various officers, among which directors. However, it is also possible to use nominee directors. As the name states, these are nominated to occupy this position without actually having an active role in the business. This is why, when discussing nominees, these are rendered as a service.
If you want to set up a company in Singapore and need nominee director services, you can rely on our local specialists. This is an additional solution offered by our company formation experts.
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Nominee directors according to the Company Act
The number of foreigners moving to Singapore to open businesses is on the rise. According to Section 145 in the Companies Act, any local business must have at least one director who is a resident in Singapore.
| Quick Facts | |
|---|---|
| Possibility to appoint nominee directors in Singapore (YES/NO) | Yes, this is a solution when setting up a company in Singapore. |
Recognition of nominee directors under the Singaporean law | Yes, the Company Law allows companies to appoint such directors. |
Definition | The nominee director is a person appointed to take on the role of a company director. |
| Conditions to be fulfilled by a person appointed as a nominee director | – the person must be a Singapore citizen/resident/Employment Pass holder, – he/she must have a clean criminal record, – he/she must be at least 18 year old and have full mental capacity. |
| When can such a nominee be appointed? | The nominee director is a solution for companies that require a resident director. |
| How can nominee directors be appointed? | Considering it is a service, the appoinment consists of drafting a service agreement. |
| Requirement to register nominee directors with ACRA (YES/NO) | Yes. |
| Is it possible to appoint a nominee director when a company lacks such an officer? | Yes, considering having a Singaporean director is mandatory, such a nominee can fulfill this duty when a company no longer has one. |
| Details of the nominees that need to be recorded with ACRA | – name, – Singapore-based address, – date of birth, – date of appointment. |
| Possibility to use specialized nominee director services (YES/NO) | Yes. |
| Role of a nominee director in Singapore | The nominee director will have a non-executive role. |
| Requirement for companies to keep nominee director registers (YES/NO) | Yes, a separate nominee director register must be kept. |
| Requirement to disclose information about the nominee directors (YES/NO) | Yes, with ACRA and other Singaporean authorities. |
| Period of nomination | There is no minimum or maximum period for the appointment of a nominee director in Singapore. |
| Availability of nominee director services with our local agents (YES/NO) | Yes, we can supply such a service. |
As a result, appointing a nominee director has become quite popular among numerous businesses. These directors will supervise and guarantee compliance with local legislation by locally established international enterprises.
Singapore nominee directors can be natural persons or corporate entities, as long as they are residents.
If you are a foreign investor and decide to set up a company in Singapore, you can use a nominee director. You can request this service from our specialized agents.
Directors of Singapore companies
The Singapore Commercial Law requires foreign investors setting up companies here to appoint a resident director and a resident company secretary. The director must be a Singapore citizen or may have a residence or permanent employment pass. However, there are situations in which a foreign enterpriser cannot find a local partner and must appeal to the services of Singapore specialists who are allowed to provide nominee director services.
The nominee director can be defined as a non-executive director or a person acting on behalf of an individual or a company. The legislation allows foreign investors opening companies in Singapore to appoint nominee directors.
If a company lacks a local director to carry out corporate duties, a nominee is a third party who acts as your company’s representative.
Since the director’s function is purely non-executive and only exists to satisfy legal and regulatory requirements, the word “nominee” implies this aspect. As a result, it excludes exercising direct control over the company’s operations, such as making major decisions or signing contracts. However, a nominee may continue to manage the business, carry out business operations, and maintain legal compliance.
With respect to the appointment of a nominee director in Singapore, the procedure consists of 2 steps:
- signing a Nominee Director Agreement;
- creating a Nominee Director Register that must be submitted with ACRA.
Setting up a company in Singapore based on nominee services has never been easier. We also have an infographic on this subject below:
Requirements to be met by a nominee director in Singapore
The Singapore Companies Act stipulates that a nominee can be any of the following 3:
- a Singaporean national,
- a Singapore permanent resident,
- a holder of an Entrepass work visa with a Singapore address.
Also, when appointing a natural person, he or she must be at least 18 years old or older.
Then, there are also certain restrictions that apply to those providing such services, as the integrity of such an officer is of high importance. For example:
- the nominee director must not be bankrupt or have any debts;
- he or she must not have 3 or more financial crimes related to the Accounting Compliance Regulatory Authority of Singapore (ACRA);
- he or she cannot have been connected to 3 or more companies that were banned by ACRA in the past 5 years;
- he or she cannot have been disqualified from this function in other companies.
This is one of the main reasons to choose nominee director services in the city-state. These are usually provided by specialized agencies, such as our company formation consultants in Singapore.
Responsibilities that can be delegated to a nominee director in Singapore
In accordance with Section 157A of the Companies Act, directors may exercise any corporate powers necessary to manage and conduct a business, with the exception of those that the Act or the company’s charter require the corporation to exercise directly.
A Singapore nominee director can oversee the following legal obligations:
- filing annual returns with ACRA;
- ensuring that annual general meetings are held according to the company’s calendar;
- filing tax returns with the Inland Revenue Authority of Singapore (IRAS).
The role of the nominee director described by our Singapore company formation agents
The nominee director of a Singapore company must fulfill all statutory compliance requirements as specified by the Companies Law; therefore, they will also have the same responsibility as any other resident director. However, the role of the Singapore nominee director will be limited. A nominee director cannot:
- be directly involved in the company’s management,
- be involved in the company’s financial or operational responsibilities.
The nominee director will provide their services as long as the shareholders of the company request them to and will resign whenever required. Our consultants in company formation in Singapore offer both nominee shareholder and director services as well as complete guidance in order to open a company in Singapore.
The benefits of using a Singapore nominee director
One of the greatest advantages of appointing a nominee director is privacy, as the name of the company directors must be registered in the Singapore Accounting and Corporate Regulatory Authority’s records. The directors’ names are also available to the public. Foreign investors who want to run their Singapore companies from abroad can do so by using the services of a specialized firm offering nominee director services. Moreover, the nominee director can set up the company’s bank account and register for taxation purposes or obtain the required licenses to operate and thus helping the beneficial owner to save money and time.
If you want to open a company in Singapore, you can contact our Singapore company formation agents for assistance.