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Epica Learn Series

Does the Singapore government allow foreign directors in the company?

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Can I be the foreign Director of the Singapore Company [Yes Its Possible]

Singapore is one of the world's best countries to do business, as per the World Bank's annual report. The city-state allows 100% foreign shareholding, making it an attractive choice for foreigners who wish to manage a business remotely. The corporate tax is also relatively lower than in other countries.

However, there are specific obligations that all Singapore-registered businesses must follow.

Legal Requirements for a Singapore Company

A Singapore business must fulfill specific requirements to register with ACRA, the Singapore Company Registrar. One such provision is to have a Local Resident director, who is an ordinarily resident in Singapore.

An ordinarily resident means a citizen, permanent resident, EntrePass holder, or an Employment Pass holder in Singapore. However to act as local Director of a company, if you have entrepass or employment pass, then such a pass must be sponsored by the company of which you intend to act as local director.

A Singapore company needs to appoint a Local director and submit his particulars to ACRA during registration. However, Singapore also allows foreigners to act as directors in their companies. There is no cap on how many directors a Singapore company can hire. Therefore, you can have as many local and foreign directors as long as there is a minimum of one Local director.

What is done in practice?

For foreigners who want to stay overseas after incorporating their companies, they can hire a nominee director using Epica's nominee director service. A nominee director will act as your company's local director. However, the nominee director is just a director on paper, and you, as an executive foreign director, will be responsible for all the business decisions.

Here is an overview of how it is done in practice:

  • You incorporate a Singapore company and register yourself and your business associates if any as the company's shareholders.
  • You use our nominee director service to hire a nominee director.
  • You and your partner act as the company's real directors, whereas the nominee director will only serve as a director on paper and does not participate in the company's operations.
  • A local company secretary is also required to be hired within six months of Singapore company registration.
Singapore government - Indemnity agreement

Nominee Director Indemnity Agreement

An Indemnity agreement must be signed between you and the nominee director. This agreement prohibits the nominee director from participating in the company's management and operations. This agreement ensures that the company's authority remains with you only.

You can appoint yourself or someone from your company as the company's executive director to manage its business.

Conclusion

A foreigner can act as a director in a Singapore company as long as there is one local director. To relocate and work as your company's Local director in Singapore, you must apply for an EntrePass or an Employment Pass.

However, if you do not want to relocate and want to act as the company's foreign director, you can use Epica's nominee director service. Our nominee director will help you fulfill the company registration requirement while you can manage your company's business from overseas.

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