Requirements of a Company Nominee Director in Singapore
An incorporated private limited company in Singapore (Pte Ltd) requires at least one director who is a local resident. A company that is 100% owned by non-Singaporean residents must therefore appoint a Nominee Director to fulfill this requirement stipulated by the Companies Act. According to the ACRA, the following persons can qualify to register Pte Ltd as a local resident director:
- Singapore Citizen,
- Singapore Permanent Resident,
- EntrePass holder, or an
- Employment Pass holder with a registered local residential address
The following Sections will disqualify a person from registering a pte ltd and being a company director, nominee or otherwise:
- Section 148 of the Companies Act:
- Section 149 and Section 154(2) of the Companies Act:
- By an Order of the Court
- Secion 149A of the Companies Act:
- Company being wound up for reasons of national security or interest
- Section 154(1) of the Companies Act:
- Convicted of an offence involving fraud or dishonesty that is punishable with an imprisonment term for 3 months or more
- Section 155 of the Companies Act:
- Has been convicted for 3 or more filing related offences under the Companies Act within a period of 5 years or
- Has 3 or more High Court Orders made against him compelling compliance with the relevant requirements of the Act, within a period of 5 years
- Has 3 or more of his companies struck off the register by ACRA under section 344 within a period of 5 years. The 5 year period will commence from after the date on which the third company is struck off.
Duties & Responsibilities of a Singapore Company Nominee Director
Holding no shares, taking no part in managing the business or signing of any documents and contracts, a Nominee Director is still legally bound by statutory and fiduciary obligations toward the company, and any criminal indiscretion on his or her part will impact the company. The two most important duties of a Nominee Director are:
- Holding the company’s Annual General Meeting (AGM)
- Filing of the company’s Annual Returns to IRAS by the specified due dates (within a month of the AGM)
Maintaining the register of members; directors, managers, secretaries and auditors; directors’ shareholdings; and of charges is also part of a Nominee Director’s list of responsibilities. Any changes in the content of the above registers must be notified to ACRA immediately, to avoid penalties.
Additionally, a Nominee Director may be responsible for various day-to-day operations of company, which include:
- ensuring corporate governance
- practising corporate social responsibility
- adopting ethical and socially responsible practices
- engaging with society
Even though a Nominee Director will not have any access to the company’s bank account and funds, appointing someone of reliable and honest character, who is qualified and experienced with the company’s industry and able to safeguard the company’s confidential information is of utmost importance.
Singapore Company Registration Services
Contact VentureHaven today for a free consultation regarding how to register Pte Ltd and let our business consultants answer all the questions you have regarding the appointment of a Company Nominee Director.
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