Incorporation

Who is a nominee director and what do they do?

The nominee director is a hot topic when it comes to incorporating a company in Singapore. According to the Accounting & Corporate Regulatory Authority (ACRA), there are five key requirements when incorporating or registering a company in Singapore - they include:

  • To have a paid-up share capital of no less than $1
  • To have a registered office address locally
  • To have a minimum of one shareholder (either an individual or a corporate entity)
  • To have one company secretary
  • To have a minimum of one resident director

To expand on the last point, companies can have as many directors as they like.  But if none of them are locals, then ACRA won’t allow you to register your company. And this is where nominee directors come in. They must be Singapore citizens or Singapore Permanent Residents (PR), and you can meet Singapore’s incorporation requirements by appointing a nominee director to act as your local director.

Their role in your business

The nominee director’s role includes an array of responsibilities, highlighting the importance of identifying a reliable nominee. As mentioned earlier, their basic job is to fulfill statutory requirements and comply with the Singapore Companies Act, which requires a local resident director to be on board of directors who are foreign individuals. The nominee does not need to hold qualifying shares to be recognised as a director.

At the same time, the nominee will not have any operational or functional role. Other executive directors to have to be appointed to manage the day to day operations, and you can limit a nominee’s ability to influence your company in a written agreement with them, spelling out their responsibilities and curtailing their authority.

Appointment

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

However, even with the ND Agreement, the nominee is still bound by Singapore law, and they are expected to act in the interest of the company they represent.

If they fail to execute their responsibilities properly, the nominee director may end up being financially responsible for charges such as liquidation (on the basis other directors are no longer contactable).

Registration

Once a Singapore company registration has been completed and has appointed a nominee director, it must include its nominee’s details in its Register of nominee directors. These details required for the nominee must include proof of residential address, passport / NRIC, and the nominee director’s appointment date.

These details have to be kept accurate and up to date. Any misrepresentation deemed as breaching of local regulations can result in a hefty fine.

Replacement

Finally, a nominee director is not a thing of eternity - they can be replaced, by non-local directors. Upon receiving an Employment Pass from the company (which usually takes 6 months to process), these directors can then replace the existing nominee’s. Do note that a nominee director is still required (a) when a company incorporates in Singapore and (b) while an Employment Pass is being processed.

Next Steps

In summary, Singapore companies act requires appointing a resident director of your company is required, and often, a nominee director is the only solution. As such, it is crucial to identify a reliable nominee director who is competent and has a strong track record.

Drop us a note if you’d like to find out more about our nominee director services or appoint a reliable nominee director. 

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