Are you considering registering your company in Singapore? If so, it is important to note that the Singapore Companies Act mandates that every company must have at least one director who is a resident of Singapore to represent the company with local authorities.
However, for many foreign companies, especially those entering the Singapore market for the first time, finding a reliable local director can be challenging. Fortunately, this obstacle can be overcome by appointing a nominee director for your Singapore company.
Eligibility criteria to become a nominee director in Singapore
For an individual to qualify as a nominee director for a Singapore company, there are criteria the person must fulfil and we have listed them down below.
- Residence of the person – The individual must reside in Singapore and have a permanent address here. Eligible individuals can be citizens, permanent residents of Singapore, or holders of an Employment Pass (a work visa issued by the Ministry of Manpower).
- Legal age – The person must be at least 18 years old. However normally you will want to appoint a person that is qualified with the relevant industry experience to occupy the role. This is to help maintain the credibility and ensure the person has experience in handling the responsibilities of been a nominee director for a Singapore company.
- No disqualification and clean criminal record – The person must not have any criminal records and have not been disqualified from holding director positions. This is an important requirement to ensure the trustworthiness of the person in handling the responsibilities of a nominee director for the Singapore company.
Duties of a Nominee Director
A nominee director is an individual appointed to act as the director of a company on behalf of another person (the business owner) or entity (the company). In Singapore, a nominee director serves as the public face of the company to fulfill the legal and regulatory requirements set forth in the Companies Act. Nominee directors typically do not engage in the day-to-day operations and have no access to the bank account of the company.
The primary duty of a nominee director is to act in the best interest of the company and to always ensure compliance with Singapore corporate laws
Responsibilities of nominee directors in Singapore include:
- Convening annual general meetings.
- Signing routine documents, such as tax filings and bank opening resolutions.
- Ensuring timely regulatory filings, such as tax returns.
- Maintaining accurate accounting records.
Due to their non-executive role, nominee directors do not have the authority to:
- Attend company meetings.
- Vote at company meetings.
- Serve as the authorized signatory for the company’s bank accounts.
- Act independently; they must always follow the instructions of their nominator, usually the business owner.
If you are planning to setup your Singapore company and have no candidate for a local director yet, we at NovoPlus might be of service.
How NovoPlus can help?
To assist our clients in meeting ACRA’s local director statutory compliance requirement in accordance with Singapore corporate law, we offer Nominee Director Services for companies incorporating their business through us.
Our services are ideal for many foreigners, foreign entrepreneurs in Singapore, and business owners who do not have a Singapore Citizen, Permanent Resident, or Employment Pass Holder in their management or shareholder structure.
Please feel free to contact us at finance@novopluscorp.com or reach out to us on Whatsapp using the button on the right of the website to chat.
Last Updated on 27/05/2024 by Dennis Chew