Nominee Director for Singapore Company - Roles and Responsibility

Introduction

The increased demands for new company incorporation have led the Singapore government to strengthen the legal framework. Being one of the current mandatory requirements, the local director has contributed an important role in the business structure.

Specifically, non-resident individuals must hire a local nominee director to ensure compliance obligations. What is the exact responsibility of this role? Let's explore the all-in-one information in this article now.  

Register for a nominee director in Singapore

The Reason to Appoint a Nominee Director in Singapore

Singapore has faced the challenges of reducing business crimes when allowing foreigners to incorporate companies. Specifically, foreign-owned businesses are hard to manage, with a high capability of avoiding liability and fleeing the country.

To build a stable developing environment with fewer financial risks, Singapore has required every business to register for a local nominee director, according to Section 145 of the Company Act. This role will be on behalf of the company to take the liability of compliance tasks required by the government. For instance, a nominee director must ensure the accuracy and legality of the company’s annual reports before submitting them for the government’s approval.          

Required Eligibility for a Nominee Director

Singapore company must appoint a local nominee director who is adapted to the following requirements:

• A Singapore citizen or a permanent resident
• An Employment Pass holder with a permanent local address
• At least 18 years old

Based on the Singapore Company Act, a nominee director should not violate these cases:

• Be an undischarged bankrupt: not free from debt and legal restrictions and not facilitated to borrow money from financial institutions.
• Get convictions of crime regarding fraud and dishonesty, which leads to a more-than-3-month prison term.
• Get convictions for violating more than three ACRA filing offenses by the court.
• Had operational proof relating to more than three companies struck off by ACRA within the last five years.
• Disqualify for winding up due to National Security or Interest reason.
• Disqualify for Insolvent Companies’ Unfit Directors.
• Disqualify for Failure to Make Returns (Ex: Be late or fail to fill income tax)

Requirements when appointing a nominee director

The Duties of a Nominee Director in Your Company

According to the Singapore Companies Act, section 175A, the Nominee Director can handle the same scope of work as the Regular Director relating to operational tasks. However, their jobs are in the range of representative without involving final decisions for administrative or commercial purposes.

In essence, the nominee director will join the company’s organizational structure in the following activities:

• Organize annual general board meetings
• Approve annual audited accounts
• Provide signature to confirm routine notices
• Ensure the accuracy of the yearly income report and submit it to the ACRA (Accounting Compliance Regulatory Authority of Singapore)
• Help prepare and submit tax returns to the IRAS (Singapore’s Inland Revenue Authority)

Irrespective of the wide scope of work, the nominee director has restrictions when it comes to the tasks below:

• Interfere directly with the strategic decisions of the organization's board
• Be presented at the office for important negotiation meetings
• Contribute important saying in any internal meetings       
• The Risks of Appointing a Nominee Director
• Despite being a mandatory requirement, integrating the role of a nominee director into your organizational structure can lead to various potential risks. Specifically, you will address the rights issues relating to company shares’ ownership, confidentiality, and illegally unauthorized actions of the appointed nominee director. It might cost you a bunch of money to claim the legality of the company owner’s rights.

Additionally, you will be on the verge of other risks, including:

• Less protection of agreement privacy due to leaking core information, including shareholders’ identity and liability
• Less capability of controling assets and power that nominee directors can abuse for private purposes
• More risks of confused operations due to an ineffective management procedure

Duties of a nominee director in Singapore

Comparision Between Nominee and Regular Director

These two roles are similar in responsibilities and obligations to meet compliance requirements. Not only work with the nominee director to prepare for statutory tasks, but the regular director also does their job of operating and managing the company's financial records.

Table: Comparison of responsibilities and obligations between the nominee and regular directors

Choose The Best Nominee Service with No Legal Issues

You should choose a trustworthy service provider with a professional portfolio and background to avoid the potential risks mentioned above. Global Offshore Company provides clients with the most prestigious registration process based on a network of specialized Singapore experts and a transparent legal framework. We will instruct you with all required documents while maintaining confidentiality in the agreement.

Disclaimer:

Readers are advised to consult with qualified legal, financial, and tax professionals before making any decisions based on the information provided in this blog. It is important to understand that laws, regulations, and tax implications can vary widely based on jurisdiction, residency, business type, and other factors. Therefore, seeking professional advice is essential to ensure accurate and tailored recommendations that align with your specific circumstances.

The authors, publishers, and G.O.C (Global Offshore Company) cannot be held responsible for any actions taken based on the information presented in this blog. The content is not intended to substitute for professional advice, and readers should seek the guidance of experienced professionals to address their individual needs and concerns.