What is a Nominee Director?
Singapore’s Companies Act stipulates that all Singapore incorporated companies must have at least one local resident director on their company’s board at all times.
A local resident director is classified as a person who is physically residing in Singapore (validated by proof of a local residential address) and who has not been disqualified from holding a directorship role.
If the company owners are not Singapore residents, then they must appoint a Nominee Director. This director role is to provide a local presence for foreign-owned Singapore companies, aiding in compliance with local laws and is strictly a non-executive role. While Nominee Directors may offer advice, their main role is to represent the company without holding shares or directorial responsibilities. They act as a local representative to facilitate the smooth operation of the company within the regulatory framework of Singapore, ensuring that legal requirements are met and the interests of the company are safeguarded.
A Nominee Director acts as your local representative, helping to meet the legal requirements of starting a company in Singapore
The roles and responsibilities of a Nominee Director in Singapore:
Meeting legal requirements stipulated by the Companies Act of Singapore, which mandates at least one resident director for all companies registered in Singapore.
Ensuring compliance with all relevant laws, regulations, and corporate governance standards applicable in Singapore, including filing of annual returns, maintaining statutory registers, and adherence to tax obligations.
Ensuring that the company’s interests are upheld within the legal framework of Singapore.The Nominee Director is also required to maintain confidentiality regarding company matters and sensitive information, ensuring that the company’s interests are protected at all times.
Who can be a Nominee Director?
In Singapore, at the time of the company incorporation the local resident director role can only be held by someone who is a Singapore Citizen, Permanent Resident or a person who holds an Entrepass work visa and minimum of 18 years of age.
An Employment Pass (EP) visa holder with local residential address can only be appointed as a director of a Singaporean company only after the new entity has been successfully incorporated and the corporate bank account has been opened, as the company first has to come into existence before it can sponsor the EP visa individual.
How to appoint a Nominee Director?
Identify a Suitable Nominee who meets the eligibility criteria.
Make an agreement that outline their responsibilities, remuneration (if any), and other relevant terms.
Prepare the necessary documentation to formalise the appointment (usually a contract agreement that includes an indemnity form, and any other required legal documents).
Submit the relevant forms and documents through ACRA’s BizFile+ portal.
Pay any applicable fees for the appointment of the Nominee Director.
Once the appointment is processed and approved by ACRA, the nominee director will be officially appointed to the company’s board. They can then begin fulfilling their duties and responsibilities as required by law.
Risks of appointing a Nominee Director
The Nominee Director may have access to sensitive company information, raising concerns about confidentiality.
Despite their role as a nominee director, they may still bear legal liability for the actions of the company. If the company engages in unlawful or improper activities, the nominee director could be held accountable.
If the Nominee Director’s reputation is tarnished or if they are involved in any controversies, it could reflect negatively on your company, impacting business relationships, credibility, and reputation in the market.
Difference between Nominee Director and a Company Director
| Nominee Director | Company Director | |
|---|---|---|
| Responsibilities | Same as a Director - maintain Company's books, timely regulatory filings, maintain accounting records and annual accounts, ensure shareholder and director meetings are conducted | Same as a Nominee Director - maintain Company's books, timely regulatory filings, maintain accounting records and annual accounts, ensure shareholder and director meetings are conducted |
| Decision Making | May not actively participate in the management or decision-making processes of the company | Actively manage and oversee the affairs of the company |
| Role | Provides a local presence and facilitate compliance with local laws and regulations | Plays a direct role in the management, governance, and strategic direction of the company |
| Appointment | Appointed by an external party | Appointed by shareholders |
| Authority | No executive authority and decision-making powers over the company’s operations | Have legal authority and decision-making powers to manage the company’s affairs, enter into contracts, hire employees, and make strategic decisions |
Want to appoint a Nominee Director and not sure how? Reach out to us to find out more.