Epica Guide Series
Nominee Director Singapore Service | Fully Explained
New Foreigner Promoters often need to take Nominee Director service for incorporation in Singapore. Do you have questions about this arrangement.
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Guide to Nominee Director Service
Table of Contents
What is a Nominee Director Singapore?
Each registered Singapore company is required to have a minimum of one director who must be a Singapore resident, as per the (Singapore) Company’s Act regulations. Should a foreigner wish to incorporate a company in Singapore, but doesn’t have a Singapore resident who can act as the company’s director, then they may “hire” someone who can act as the Resident Director. When this occurs, the “hired” director is known as a Nominee Director Singapore or may also be referred to as a “local director”. This hired individual is required to be either a Permanent Resident or citizen of Singapore with a permanent Singapore address.
It should be noted that the Nominee Director Singapore is not there to play any part in the company’s operations. They are simply there in order to meet the regulatory requirements mandated by Singapore business law.
If you happen to be a foreigner intending to open a company in Singapore, then you have one more option. That is, you will need to apply for an Entrepreneur Pass or an Employment Pass. Once the pass is obtained, you may appoint yourself as director of your own Singapore company thus eliminating the need for a Nominee Director in Singapore. But, you will need to have a Nominee Director Singapore on the role from the time that Singapore company has been incorporated until your pass has been approved.
Should you decide not to relocate to Singapore, you can meet your company’s requirements by simply engaging the services of a Nominee Director Singapore on a going-forward basis. This is considered a common practice for companies incorporated in Singapore by foreigners.
We will provide a Nominee Director for your company from our panel.
Definition of a Resident Director in a Singapore Company
It is a requirement for all Singapore incorporated companies to have at least one resident director. This individual must either be a Singapore citizen or a permanent resident of Singapore while maintaining a permanent Singapore address.
In general, the director of a company is considered the individual who is responsible for managing company affairs and providing the company with direction. If a foreigner is utilizing a Nominee director Singapore service, that service’s individual, who is acting as an appointed director, will not be directly involved with that company’s activities in any way. That person is there in order to fulfill a Singapore business law’s legal requirement. Typical responsibilities with Nominee Director Singapore are:
Who Can Be a Company Director in Singapore?
When it comes to being a director of a Singapore company, there are some conditions that need to be met in order to be qualified for this role. The director is considered to be one of the most important individuals in a company. It is expected that a company director supervises the company’s activities. In actuality, there are two types of company directors:
Executive Directors
the term “executive directors” applies to the chief executive officers in a Singapore company. While the executive director may be a single person, that title could also apply to an entire team of people. A person who devotes their entire working time to the company’s affairs and who has a personal interest in the company is known as a “whole time director”. The term “managing director” applies to those individuals who possess a substantial amount of power over the company’s management and the company’s affairs. In other words, they manage the company’s complete affairs.
Non-Executive Directors
These directors are also known by the name of “External Directors”. In essence, they possess the same responsibilities as those of executive directors. However, they are not directly employed by the company. Therefore, they are not treated the same as a company employee. These directors are responsible for constructing strategies that deal with adverse factors that the company may experience.
When you engage our Nominee Director Singapore service, you will be required to appoint at least one more director from your side to take responsibility of business management of the company.
Company Director Requirements
Age limit
Currently, there is no specific limit on the age of a company director. However, at the other end of the spectrum, sec.157 of the company act specifies that the minimum age required to be a company director is 21 years. Therefore, if a person is under 21 years of age, they are prohibited from being a company director.
Director nationality
The company act makes no special provisions as to the nationality of a company director. Therefore, a person of any nationality is qualified to become a company director.
Company Director Disqualifications
Under the Company Act, there are certain provisions that can disqualify an individual from becoming a company director. These provisions include:
It’s important to note that only individuals may occupy the position of a company director. Therefore, a corporate entity is not allowed to be appointed as a Director of another company. Only qualified individuals are allowed to become company directors and manage a company’s affairs.
Why Does a Company Require a Nominee Director Singapore?
You may ask “Why is a local company director required by Singapore?” Well, there is a good reason for this qualification. That reason has to do with the fact that the government of Singapore wishes to have a responsible party in the event that a company doesn’t adhere to Singapore company law. For example: if the company breaks a legal statute, neglects to pay taxes, engages in customer theft, etc. If there was no local company representative, then a foreign owner of a company might simply abandon a company and escape any responsibility. In order to prevent this, the Singapore government has imposed the requirement to have at least one Resident director requirement with the intention that if someone acts as a company’s Nominee Director then they will be inclined to adhere to any due diligence that is required by law.
Because of this expectation, the Singapore Companies Act (along with its common law) imposes the same responsibilities and obligations on Singapore Nominee Director as it would on regular directors. For example: directors are held responsible for a company’s timely regulatory filings, correctly maintained books, annual accounts maintenance, the accuracy of its accounting records, the conducting of directors and shareholders’ meetings as mandated by law and the honoring of their fiduciary duty when it comes to all official company actions.
How Can You Obtain a Nominee Director Singapore for Your Company?
Usually, when one desires to incorporate a Singapore company, the service provider that they use will also offer a Nominee Director Service service as one of their options. Our company also offers this service and it can be provided to both existing and newly-incorporated companies.Are There Any Risks That a Nominee Director Singapore Can Pose For Your Company?
If you have made the effort to engage a corporate service provider with a positive reputation, then the answer would be “No”. The concept pertaining to Nominee Director Singapore is endorsed by the Singapore’s Companies Act (Part IXA). This means that hiring a Nominee Director will not break any Singapore laws. As a matter of fact, hiring a nominee Director actually fulfills a “local director requirement”, which is mandatory under Singapore company law.
However, some may be concerned as to whether or not a hired Nominee Director would be able to make decisions that could be contrary to the wishes of a company owner. The answer to that is also “No”. A Nominee Director doesn’t play any role in the financial decisions, operational decisions or management functions of a company.
When it comes to that level of functionality, you will be appointing an “actual functioning director” who is not required to be a Singapore resident and may maintain their residence in any country. That director(s) will be tasked with the running of your company on a daily basis.
As a matter of fact, according to your contract with a Nominee Director Singapore service, the Nominee Director is specifically prohibited from engaging in your company’s management functions. Therefore, you will not be hosting the Nominee Director in a company office, they will not be attending in your company business meetings and will be prohibited from engaging in your company’s negotiations. They will only act as a Resident director in order to comply with Singapore company law. It will be your Executive director who will actually operate your company.
However, in any case, since your Singapore Nominee Director would be a director of your Singapore company, they will need to act as your company fiduciary. Because of this, they will always perform in the best interests of your company and comply with existing Singapore laws.
Risks That a Singapore Nominee Director Undertakes
It should be clear that a Nominee Director is in a position that can undertake a significant risk. In a situation in which a company’s actual operating directors act outside the law, a Nominee Director in Singapore can also be held responsible by the Singapore authorities. That’s because, although the Nominee Directors’ actual company operational power is nearly non-existent, the Nominee Director’s liability is quite real. This means that an ND may be prosecuted under the law. As such, the Nominee Director may find that they are required to finance liquidation charges assigned to a company in situations in which foreign owners and directors have disappeared and cannot be reached.
Indeed, it is also quite possible that Singapore law authorities will search for the offending foreign directors and owners and, once found, ensure that they are prosecuted to the fullest extent of the law. While the laws in Singapore are relatively simplistic and straightforward, the Singapore government takes a serious view when it comes to their non-compliance and illegal activities if any.
In addition, should a Nominee Director Singapore that is associated with a company that violates the law or are, themselves, guilty of violating the law, that Nominee Director will find themselves placed on a “blacklist” by Singapore law authorities and can be subject to. a financial penalty and/or barred from acting as a director for any other company for a period of up to several years.
Nominee Director can also be held responsible for any wrongdoings of the company. For example, if the company engages in any money laundering activities, or it is involved in handling any criminal proceedings then the nominee Director can be charged by the authorities for failure on his / her part to protect the interest of the company.
Due Diligence and KYC for Incorporation and Nominee Director Singapore Service
These are the reasons that it is necessary for us to undertake due diligence checks that will extensively research a company’s potential incorporation, prior to agreeing to function as a company’s Nominee Director in Singapore. In addition, the Nominee Director will need to sufficiently monitor a company’s activities to ensure that the company isn’t in violation of any laws.
Requirements for Using Our Nominee Director Singapore Service
We would be pleased to provide Singapore nominee Director services for your Singapore company. However, there are some qualifications that we need to apply when it comes to accepting an application for our services. These include:
You will note that the majority of corporate services will also require a security deposit. However, we do not require a security deposit (by default). However, we may require a security deposit should the company be GST registered or in cases in which the business activities/company owners are designated as “high risk” by our service team.
The “Know Your Client” Process for Our Nominee Director Singapore Service
Our service follows a model known as “trust but verify”. This entails the assumption that our clients are honest and well-meaning. This is why we wish to do business with them, in the first place. But, we are also dedicated to performing “know your client” checks that will place us in compliance with international AML regulations. These are checks that every corporate service provider is required to perform by the Singapore government. As such, we will generally need at least some supporting information that applies to the Company offices and key shareholders. This includes:
Should the company possess a corporate shareholder, verification of the shareholding company’s corporate profile is also required.
