Setting up a business presence in Singapore is an attractive prospect for many companies, including foreign entities. However, one of the legal requirements for registering a company in Singapore is having at least one director who is ordinarily resident in the country. This is where a nominee director comes into play.
What is a Nominee Director?
A nominee director is an individual appointed to act as a director of a company on behalf of another person or entity. They fulfill the legal requirement of having a locally resident director in Singapore, ensuring compliance with the Companies Act. The nominee director's primary role is administrative, and they do not actively participate in management or decision-making.
The Requirements of Being a Nominee Director
To be eligible as a nominee director in Singapore, certain requirements must be met.
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Over 18 years old and of full legal capacity.
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A Singapore citizen, Singapore permanent resident, EntrePass or employment pass holder.
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Not disqualified from acting as a company director.
The Role of a Nominee Director in a Company
A nominee director holds a non-executive role in which their primary responsibilities focus on fulfilling legal obligations and ensuring compliance. They are tasked with signing essential documents, attending statutory meetings, and filing annual returns. It is crucial to emphasize that a nominee director does not possess independent authority or control over the company's operations. Instead, they act solely in the company's best interests and uphold confidentiality.
The role of a nominee director encompasses several important responsibilities:
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Acting in the best interests of the company and avoiding conflicts of interest.
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Providing signatures on routine notices and approving annual audited accounts.
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Convening the annual general meeting if necessary and executing the annual return upon request.
However, it's important to note that a nominee director does not:
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Make business decisions or interfere with company operations.
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Need to be physically present at the office or participate in negotiations.
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Have any say in internal company meetings.
Swiftly: Your Nominee Director Service Provider
Swiftly is a trusted and reliable nominee director service provider in Singapore. Our experienced team ensures that all legal requirements are met, offering peace of mind to foreign companies. By choosing Swiftly, businesses can benefit from our expertise, efficiency, and dedication to maintaining compliance with the Companies Act.
FAQs
How many nominee directors are required for a company?
Singapore law requires at least one local director who is ordinarily resident in Singapore. This person can be a nominee director if the other directors are not local. Additional directors, including foreign directors, can be appointed based on the company's needs.
Can a nominee director resign from their position?
Yes, a nominee director can resign from their position by following the resignation procedures outlined in the Companies Act. However, a nominee director can only resign if the company has appointed at least one other local/resident director.
What Is the Difference Between a Regular Director and Nominee Director
The difference between a regular director and a nominee director is that the nominee director is selected by the nominator and their name appears on company documents, while a regular director can be a resident of any country, whereas a nominee director must have a Singaporean residency or permanent address in Singapore.
