Each Singapore-registered company must have at least one director who is a resident of the country. This is a regulation of the Companies Act of the country. If a foreigner joins a Singapore company but does not have a local person who can act as the new company’s resident director, the foreigner can “hire” a person to serve as a director. A Candidate Director or ND in Singapore is called such a director; often the term “local director” is used. The ND must be a Singaporean citizen or permanent resident and must have a permanent address originating in Singapore. In operating the company, the ND does not play any role but is appointed to meet Singapore’s regulatory requirements.
Suppose you are a foreigner interested in establishing a Singapore company. In that case, you can ask, “Can I become a resident of Singapore and then appoint myself as a director to meet this regulation?” Yes, you can do that. You can apply for a work pass (a Job Pass or an Entrepreneur Pass), and you can become a director of your business after you receive the work pass and then you will not need an ND. However, the Singapore government requires you to move and build a Singapore residence when authorizing your work pass. Therefore, only if you intend to move to Singapore, can you apply for a work pass. But if you do not want to move to Singapore, you would need an ND’s services on an ongoing basis.
Does your company need a Nominee Director?
Why does Singapore require any business to have a local director? That’s a good question, and you will understand this idea with the answer. If the company breaches rules, the Singapore government needs to hold responsible; for example, it does not pay its taxes, violates any laws, takes money from consumers, etc. If Singapore did not have the ND requirement, its foreign owners could abscond and abandon it. The Singapore government has introduced the local director requirement to avoid this scenario, assuming that the individual who works as an ND for a business will perform the required due diligence to ensure that the company continues to comply with the law.
Singapore’s Companies Act and its common law thus place on an ND
the same responsibilities and duties as those set on a regular director.
Directors are accountable for ensuring that the company’s statutory books are correctly recorded, its securities reports are carried out on time, correct accounting records and annual statements are
maintained, meetings of shareholders and directors are performed by the law, and their fiduciary obligation to the company is honoured in all their official acts at all times.
How do you get a Nominee Director for your company?
In most cases, the corporate services provider will provide the ND service to integrate the company both to newly formed businesses and existing ones. Make sure you hire a professional provider that delivers reliable outsourced accounting services.