last updated November 2023
For all foreigners incorporating businesses in Singapore, having a nominee director is crucial. Why? Based on the regulations from Accounting & Corporate Regulatory Authority (ACRA), all companies in Singapore must have a local resident director. Read on to find out what nominee directors do, and how to appoint one.
What is a nominee director?
When incorporating a company in Singapore, several requirements must be met:
- A paid-up share capital of at least $1
- A local registered office address
- At least one shareholder (either a private individual or a corporate entity)
- One company secretary
- At least one resident director
According to the Singapore Companies Act, every company must have at least one resident director. While your company can have multiple directors, ACRA won’t allow registration if none are locals.
This is where nominee directors come in. This individual is appointed to fulfil legal requirements without active involvement in management. Since a resident director must be a Singapore citizen or Permanent Resident, appointing a Nominee Director (ND) allows you to meet these incorporation requirements. Which is especially useful for aspiring foreign entrepreneurs planning to set up a business in the country.
Nominee Director’s Role
A reliable nominee director plays a crucial role in your business, extending beyond meeting statutory requirements. Their primary responsibility is to ensure the company’s compliance with Singapore’s laws and regulations. Some key activities they may engage in include:
- Attending and documenting annual general meetings (AGMs)
- Filing annual returns with the ACRA
- Signing company documents, such as contracts and resolutions
- Serving as a liaison between the company and ACRA
Rest assured that the nominee director does not need to hold qualifying shares to be recognised as a director. Moreover, the nominee will not have any operational or functional role. Other executive directors can manage day-to-day operations, and you can limit a nominee’s ability to influence your company through a written agreement with them, which spells out their responsibilities and curtails their authority.
Appointing a Nominee Director
The ND Agreement is a formal agreement between the Singapore company and the nominee. It protects both parties by ensuring that (a) the nominee cannot be held accountable for decisions made by the company’s board and (b) the nominee cannot make any decisions that can impact the company.
Even with the Nominee Director (ND) Agreement, the nominee director remains obligated to comply with Singapore’s laws and is required to act in the company’s best interests. If they don’t fulfil their duties properly, the nominee director may be held financially responsible for specific charges, including liquidation, especially in situations where other directors are unreachable.
Once you have appointed a nominee director and completed the registration for your company, you must include your nominee’s details in the Register of Nominee Directors. The nominee’s details required are proof of residential address, Passport / NRIC, and the appointment date.
These details have to be kept accurate and up to date. Any misrepresentation, if deemed as a breach of local regulations, can result in a hefty fine. Working with a competent and experienced corporate secretary will help you avoid that.
Replacing or removing your Nominee Director
Assuming everything goes well, you may not have to indefinitely retain a nominee director. Eventually, they can be replaced by non-local directors. Upon receiving an Employment Pass from the company (which usually takes 6 months to process), these non-local directors can replace the existing nominees. Do note that a nominee director is still required (a) when a company incorporates in Singapore and (b) when an Employment Pass is being processed.
Choose Lanturn for Expert Corporate Services
Lanturn’s customized incorporation packages provide a Singapore-registered address and nominee director services, facilitating the initiation of your business remotely. Choosing to avail of a package allows you to acquire professional assistance for not only incorporation needs but also corporate secretarial services and accounting services depending on your choice. The nominee director fee we provide is fair and transparent.
Leave us a message to learn more and receive our assistance in appointing a reliable ND.