Nominee Director Singapore | A quick overview of what is needed

Why do you need to appointment a nominee director in Singapore?

Under Section 145 of the Companies Act (Cap 50.), there is a legal requirement for all Singapore companies to have at least 1 Singapore resident director.  This is because the Singapore government wants each Singapore company to have a Singapore director that it can hold responsible if the Singapore company breaks the law in Singapore.

What are the duties of a Nominee Director in Singapore?

The Singapore Companies Act and common law imposes the same responsibilities and obligations on any nominee director as those imposed on an ordinary director in Singapore.  All directors in Singapore need to ensure for example that the statutory books of the company are properly maintained and regulatory filings are done in a timely manner and accurate accounting records and accounts maintained.  A Singapore director is liable to be summoned by ACRA if there are late filings by the Company.

How do you obtain a nominee director for your company?

We are able to provide a nominee director for your company for both existing companies and newly incorporated companies but the company secretarial work needs to be transferred to us for the duration whereby the client wishes us to undertake the role as a Nominee Director in Singapore for them.

Click here to learn more about our nominee director services.

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Key Points in a Nominee director appointment letter

When appointing a Singapore nominee director, such a director will not be engaged in any business, managerial operational or financial role in the Company.  Such a director will also not sign any guarantees or any financial documents for the company.

The shareholders will therefore need to appoint one or more executive directors who will sign documents for and on behalf of the company.

Risks faced by a Nominee Director

As mentioned above, a Singapore nominee director is subject to the same penalties as the other executive directors and therefore would need to mitigate his risk.

For using our services, you would need to appoint at least one executive director who will run and manage the company.

You would also need to use our annual company secretarial services to ensure that all necessary statutory filings are carried out.

The executive director needs to follow the law and ensure that the Company remains solvent.

The “Know your client” Process for our Nominee Director Services

In connection with the latest requirements by ACRA, we will need to carry out verification exercises on the shareholders and directors of the company.

We will need to verify the identity and address proof of the shareholders and directors and understand the purpose and plans for the Singapore entity.

If the company has a corporate shareholder, we would also need to verify the details of the corporate profile of such corporate shareholder.

Contact us if you need to engage us for our Nominee Director Services.

About Raffles CPA

Raffles CPA is a niche professional firm headquartered in Singapore with a relentless dedication to help global and local clients in solving their complex business problems in areas of corporate services, accounting, capital market, legal and compliance.

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