What Are the Roles and Responsibilities of a Nominee Director in Singapore?
In Singapore, companies must follow a company registration process and operate under the rules of the Accounting and Corporate Regulatory Authority, referred to as the ACRA. Ace Success serves many new and existing businesses in providing documentation and incorporation services to ensure those companies are fulfilling the requirements needed to operate and comply with the regulations in Singapore.
Why do you need a Nominee Director Services in Singapore?
Companies operating in Singapore must register with the ACRA and are subject to requirements under the Singapore Companies Act. Foreigner who wish to establish a company in Singapore are required to have at least 1 local resident director. The registration requirements for incorporation of private limited company include having:
- A physical address in Singapore where the business is located
- At least one Shareholder, who may be an individual or corporate entity
- At least one Local Resident Director
- A Company Secretary
- Initial paid in capital of $1 or more
Read on to learn more about the roles of a nominee director. In addition, we’ll show you how nominee director services in Singapore could assist you to complying with the Singapore regulations when you set up a company in Singapore.
Singapore Company Director Requirements
Currently, the minimum age requirement for appointment as a Singapore company director is 18 years of age. Although there is not an age limit for a director of a privately-owned company, if the company is publicly held or the subsidiary of a publicly held company, an age limit of 70 years applies. After 70, a company director would need to be reappointed each year during an annual meeting.
The amendment to the act requiring companies to keep a register of nominee directors does not hold the company responsible for determining if there are nominee directors on the board. Instead, the nominee director must notify the company about the nominee status and details of the nominating party or parties. Directors who are representing the instructions or directions of another person or group of shareholders, formally or informally, need to examine the circumstances and self-report as require under the Singapore Companies Act. All Ace nominee directors meet the requirements regarding age and other limitations.
Singapore Company Director Role and Responsibilities
A company director is the most important stakeholder in a company. That person is responsible for effectively managing day-to-day operations and directing the company’s board of directors and employees. The director must handle the affairs of the company honestly and diligently while avoiding any conflicts of interest.
The Resident or Nominee Director makes decisions in consideration of the company’s best interest and ensures corporate governance. Other parts of a director’s responsibilities are:
- Practicing corporate governance
- Avoid conflict of interest
- Adopting practices that are ethical and socially responsible
When choosing a Nominee Director, be sure that the person in question will uphold these responsibilities.
Restrictions for Singapore Company Directors
The Singapore Accounting & Corporate Regulatory Authority has defined several circumstances or factors which would disqualify an individual and prohibit them from becoming a company director. Directors are required to report any personal disqualifiers to the company, which is then required to inform the ACRA that a director has become disqualified. You can rest assured that Ace Success only provide nominee directors that are duly qualified and legal.
Number of Directors Required
Requirements for a Singapore company include a minimum number of 1 Director and the maximum number (which may be listed out in the company’s constitution during incorporation). If the company is owned by one person, they are the sole director and shareholder of the company. That individual however may not serve as the company secretary. You may use our company secretarial services that will provide the appointment of the company secretary in your company.
A Nominee Director
It is possible to have your interests in a Singapore Company represented by a third party or nominee director. A nominee director is someone who acts as a non-executive director on the board of a company. They can be appointed by someone who holds a substantial portion of shares or by a special class of shareholders to act on their behalf. The nominee director would be part of the board of directors with the same responsibilities under the Singapore Companies Act and legal obligations.
A professional corporate service provider can be engaged to serve as a nominee director for Singapore companies. This is a service Ace Success can provide for you if needed. We have a number of team members who could serve as a Nominee Resident Director appointee. The term of the appointment could be for a year or a shorter term, and would be contracted accordingly to represent your interests.
The Meaning of “Ordinarily Resident”
Under the Singapore Companies Act, at least one director of the company be “ordinarily resident” in Singapore. That means the director’s usual place of residence must be Singapore. Citizens and permanent residents of Singapore are accepted as persons who ordinarily reside in Singapore if they have a local residential address. For individuals who has been issued with an Employment Pass or EntrePass to work in the company can be deemed as ordinarily resident director.
Definition of Resident or Nominee Director
The Singapore Companies Act lays out the definition for a “Resident Director” as a person who directs and instructs the management of the company. Regardless of the name or business title, the person who occupies a director position and is recognized and followed by other directors is the Nominee Director for that Singapore Company. The ACRA will view this person to be the Resident Director.
In most situations, the Company Resident Director will sign a consent form (Form 45) to act as the director. The law does not differentiate between active or inactive directors, or shadow/sleeping directors. A nominee director may also be appointed to represent the company interests using nominee director services in Singapore, provided by qualified professional company like Ace Success. This nominee director would be appointed to the board and representing the interests of the person or group that appointed him or her.
Registering a Singapore Company Address
ACRA requirements include providing the address of the company’s local address in order that the company may be contacted by mail and other means. The company directors may decide to use our office address as the company registered address. Using nominee director services in Singapore is acceptable under ACRA requirements. Using a company like Ace Success for nominee director services in Singapore has many other benefits in addition to providing a local address.
To find out more, do send us your enquiry via the contact form.