Nominee Director Service

Singapore Companies Act stipulates that all companies registered in Singapore must have at least one director who is a resident of Singapore. When a Singapore resident incorporates a company, there is not problem because he/she can act as Director. But if you are a foreign national or a corporate and you want to incorporate a company here, it is an issue. Is there a solution to this problem?

In this case, we offer you its nominee director service. Normally, foreigners who want to incorporate companies in Singapore will have to find a Singapore resident to act as the Director. When you engage us, Transcend Consulting provide one of its staff members to the post of a nominee director in your company. In case you are not relocating any of your staff to Singapore, we can provide you this service on annual basis. Even if you plan to relocate someone or relocate yourself, either on an EntrePass or an employment pass, you will still need this service for at least some time, during the period your employment pass is processed.

The nominee director’s role is only a statutory compliance. He or she will have no role in the running of your company.

You as a foreign director

While Singapore companies act stipulates that there has to be minimum one Director for the company who is ordinarily resident in Singapore, it does not prohibit foreign Directors. So in addition to nominee Director you can be appointed as a foreign director of the company. This is important as you will need these powers to execute business decisions of your company

What are the conditions to engage this service?

Nominee Director is only for statutory compliance only. He can not be called upon to sign business documents (except those as may be required for Singapore company compliance)

The nominee director must be given your company’s bank statements and financial statements periodically

In addition to our nominee Director you must appoint at least one more foreign Director who will be responsible for affairs of the company

We will sign an indemnity agreement with you. According to this agreement, the nominee director is indemnified against any losses, penalties, and fines that may arise out of your company’s operations in Singapore

This service is charged to you according to the package you choose. We will also collect a security deposit from you, which is refundable. This is important to protect the nominee director’s liability

Nominee director charges are explained in respective Company incorporation packages.

Some frequently asked questions about nominee Director, role and responsibilities and business aspects

No. You are not giving any shareholding to the Nominee Director. 100% shareholding will be with you. Nominee Director has no shareholding in the company.

No. Nominee Director will not get involved in management of the company. His / her role is only for statutory compliance only.

No. Since nominee director is not involved in management of the company he will not know about this sensitive aspects of your business

No. Nominee Director will not be a signatory to the bank account, nor will he have any access to bank account. He may ask to see bank statements of your company periodically to protect his responsibilities

No. Nominee Director can not open bank account on his own. When you are a foreign director of your company, to open the bank account, banks will insist sign by both the directors

No as mention in previous question adding a new signatory will require signing by two directors

Yes you can ask nominee director to resign anytime by identifying any other Singapore resident to act as a nominee Director.

Nominee Director also has certain fiduciary duties. Being a local Singapore resident, lending his name to your company, he can be responsible for activities happening in your company. So to ensure that these situations do not arise he needs to see the bank statements and financial results periodically.