What is a Nominee Director and why might I need to use one?
4 minute read
Singapore’s Companies Act stipulates that all Singaporean incorporated companies during the company registration process must have at least one resident director on their company’s board at all times, including at the date of incorporation, for compliance purposes.
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.
In Singapore, at the time of the company incorporation the local ordinarily resident director role can only be held by someone who is a Singapore Citizen, Permanent Resident or a person who holds the Entrepass work visa.
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. The reason being that the company first has to come into existence before it can sponsor the EP visa individual. The directorship eligibility for an EP individual are also contingent upon the appropriate documents and approvals from the Ministry of Manpower, which typically involve the granting of a valid Letter of Consent (LOC) and if the EP individual is already a director of another Singapore company the approval for taking up a secondary directorship.
More Director Guidelines here from Ministry of Manpower.
What is a Nominee Director and why might you need one?
To help our clients’ to fulfill ACRA’s local director statutory compliance requirement and in accordance to the Singapore law, we offer a Nominee Director service: 3 months (S$500), 6 month (S$800) and 1 year (S$1,500) for companies.
Many foreigner and foreign entrepreneurs and business owners who do not know any Singapore Citizens, Permanent Residences or Entrepass Holders in the management or shareholders willing to support their company will typically take up the use of a Local Nominee Director Services. The use of such as service is stipulated under Section IXA of Singapore’s Companies Act. This is a process after company registration.
The name ‘Nominee’ is used to indicate that the director role is strictly a non-executive role in companies. It is provided only to help satisfy Singapore’s law and regulatory compliance and thus does involve the Nominee Director taking any other forms of direct involvement and risks in the operation aspects of the business (i.e. single handedly authorising the incorporation, opening of a company bank account, voting or attending board meetings, etc).
While the director role of the company in Singapore is non-executive, it is important to note to our clients that every director in Singapore still must abide by a general duty to ensure the company remains compliant. (Similar to a company secretary) Therefore the nominee director position name still carries a general responsibility and inherent liability to the potential risks. To help mitigate this liability when offering our Nominee Director Services we take out the appropriate insurances for our Nominee Directors, including a Deed of Indemnity and Directors & Officers Insurance obligations.
Benefits of Sleek’s Nominee Director Services in Singapore
There are quite a few benefits to getting a Nominee Local Director for your company’s best interests: (After the company registration)
- A flexible arrangement to help you quickly and easily satisfy ACRA’s regulatory requirements
- A convenient temporary arrangement for EP or DP applicants seeking to eventually become the director of their own entities or for entities set up from overseas with no local presence.
- Access to a person with extensive knowledge to ensure your entity remains compliant at all times including making sure that all of your required documents are filed on time with ACRA and IRAS
- A person who will perform their director duties with utmost honesty and integrity
- An individual who knows all the rules and regulations that have to be followed to give you peace of mind.
- Provide local company office address proof
- Fulfils Singapore company compliance requirements
What are the conditions and requirements for using Sleek’s Nominee Director Service for your company?
Due to the associated liability and non-executive nature of the Nominee Local Director role, the terms of use for every company must include:
- Joint take up of our all-inclusive Corporate Secretary package
- Appointment of at least one other director (can be 100% foreign) who can make decisions and take responsbilities for the entity
- Take up of one of our accounting or tax packages (starting from $1,200/year) or provision of a refundable S$2,000 security deposit.
If you are a foreign entrepreneur/business owner with a company in Singapore, this is the best option for you to save on company registration, GST responsibilities and shareholder risks. We are here to help at every step.
We have a team of trusted professionals in Singapore who will undertake the role of a Nominee Director for your company. They have the capabilities and knowledge to help your company maintain a good reputation and also keep your company compliant in Singapore at all times.
Contact us or share with us your email address to find out more about the Nominee Director service for your company and others such as corporate insurance and company secretary.