Local Companies » What is a Nominee Director ?

What is a Nominee Director?

In Singapore, under the Companies Act, every company is legally required to have at least one director who is a resident of the country. For foreign entrepreneurs or businesses without a local presence, appointing a nominee director is a practical solution to meet this statutory requirement.

A nominee director is an individual appointed to fulfill the role of a resident director without participating in the company’s daily operations. This arrangement ensures compliance with Singapore’s regulatory framework while allowing business owners to retain full control over their company’s activities.

A company must have at least one local director who is ordinarily resident in Singapore. Generally an individual is accepted as ordinarily resident in Singapore if the individual is

1. A Singapore Citizen,
2. A Singapore Permanent Resident,
3. An EntrePass holder or
4. An Employment Pass (EP) holder

EP holders who are directors

EP holders who wish to undertake a secondary directorship position in another company (apart from the company his EP is approved for), will have to apply for and be granted a Letter of Consent (LOC) before registering their directorship positions with ACRA.

A person must have the following qualifications in order to be accepted as a director of a company:

1. He must be 18 years old and above;
2. He must have full legal capacity; and
3. He must not be disqualified from acting as a director:
   1. He must not be a undischarged bankrupt
   2. He must not be convicted of certain offences (not more than 5 years ago) including for example offences involving fraud, dishonesty punishable on conviction with imprisonment for 3 months or more.
   3. He must not be convicted of being persistently in default in relation to the requirements on the filing of returns, accounts or other documents with the authorities; or
   4. He must not have a disqualification order made against him by the High Court of Singapore.

It is important to appoint a competent person as your local director of the Singapore company. A wrong choice will bring about a precarious consequences to the company. Please refer to the package offered by our company.

A director is the person responsible for managing the affairs of the company and providing it with directions. A director must make decisions objectively, act in the best interest of the company, and be honest and diligent in carrying out his duties.

It is very important to appoint the right and competent person to act as your local director of your Singapore company. 

WHAT ARE THE DUTIES OF DIRECTORS ?

Some of the duties of directors are:

1) Duty to act honestly

• The Companies Act states that a director must act honestly.

• A director must not make improper use of any information acquired in his position as director to gain an advantage for himself or any other person or to cause detriment to the company.

2) Duties of skill, care and diligence as listed under S157(1) of the Companies Act which state that a director must use reasonable diligence in the discharge of their duties as director.

3) Fiduciary Duties

•  A director must act in what he honestly considers to be the company’s interests and not the interests of some other person or body.

• A director must exercise his discretion bona fide in what he considers to be the interests of the company. His overriding motive must be to advance the company’s interests. A director may be found in breach of his duty as a director if the interest of some other party is made paramount.

• A director must not place himself in a position  of conflict of interest (i.e where his duty to the company and his personal interests may conflict). In the event a director encounters a potential conflict of interest situation, disclosure must be made to the shareholders and obtain their approval.

Examples of conflict of interest:

• Use of the property or money of the company to make a profit for himself;
• Use of sensitive information obtained by virtue of his position as a director to make a profit for himself;
• Use of his position as a director to make a profit for himself;
• Purchase and sales of the company’s property without disclosure to the Board of Directors;
• Make a profit for himself by means of a transaction in which he is concerned without disclosure to the Board of Directors.

We will not be able to act as your company’s Nominee Director if you are a citizen or in connection with or born in any country which is listed under the US Sanctions list. If you proceed to engage our services without disclosing to us that you are one such person, we will have to take appropriate action such as forfeiting the refundable security deposit, close down the company and any other necessary action that we deem appropriate as soon as we discovered that you are one such person.

Contact Us

Navigating Singapore’s corporate regulatory environment can be complex, especially for foreign entities. Let Covenant Professional Services Pte. Ltd. assist you in fulfilling the resident director requirement efficiently and professionally. Contact us today to know more on the nominee director services and how we can support your business success in Singapore, please contact us or whatapp or fill in the form below.