Under the Singapore Companies Act a Private Limited Company in Singapore must have at least One Singapore resident director. Clients are advised to find a local resident director in order to proceed with the Incorporation of a Private Limited Company in Singapore. The local resident director which can be either of the following:
- Singapore Citizen or Singapore Permanent Resident (SPR); or
- A person who has been issued an Employment Pass, Entrepreneur Pass or a Dependant Pass by the Singapore Government
However, if you are a foreign business professional or a foreign entity that has difficulties in this area, you can engage our Nominee Local Director Service to satisfy this statutory requirement. Please note that in Singapore, a Nominee Director has the same responsibilities as any other director.
Executive Powers of Nominee Director
Our nominee director will have no power nor have any role in the operations of the company. You may terminate the nominee director service anytime once you have found an alternate local resident director that fulfils the criteria described above. If you are applying for any of the passes mentioned above, you may engage our nominee director service on a temporary basis. Once your pass is approved, you will be able to take over and act as the local resident director. If you are not planning to relocate or reside in Singapore, you will need to engage our nominee director service on an annual basis.
Control of Board of Directors
To facilitate the approval of Board meetings and the control of the Board，we encourage all clients to appoint at least 2 foreign directors to the Board of Directors. The Foreign individuals are normally management and will direct operations and sign off the financial statements as needed. If your opinion is that foreign directors are not needed, then we will need written instructions from the shareholders or the appointed representative for every activity that the Nominee Director needs to carry out. Clients need to provide a letter of indemnity to protect the interest of the Nominee Director.
In addition to our nominee director retainer fee, we also collect a refundable security deposit for the provision of our nominee director service. The deposit is to indemnify any compliance cost or penalty that the nominee director might be required to pay on behalf of company during his capacity as director in the event that the management fails to comply with any statutory filing, e.g. late filing or penalty imposed by the relevant authorities and winding up cost, if applicable. If the company has appointed another local resident director, you may terminate our nominee director and we will refund the security deposit after the change has been affected with Company Registrar.