大纲
介绍
如果您是计划在新加坡注册公司的外国人，任命提名董事通常是一个必需的步骤。根据新加坡会计与企业监管局（ACRA）的规定，每家私人有限公司必须至少有一个本地董事。该个人必须是新加坡公民、永久居民（PR）或EntrePass持有者。对于没有本地合作伙伴的外国人来说，在新加坡任命提名董事是最常见的解决方案。
在本指南中，我们解释了提名董事的作用、必要性、如何任命以及您应了解的法律风险。无论您是在新加坡创业还是管理现有合规性，本指南将帮助您做出正确的决策。
什么是提名董事？
A nominee director is someone appointed to fulfill Singapore’s legal requirement for a resident company director. This person does not take part in the business’s daily operations or strategic decision-making. Their role is purely to satisfy ACRA’s local director requirement for foreign-owned companies in Singapore. This is especially important for entrepreneurs who do not reside in Singapore or hold local residency status.
您为什么需要新加坡的提名董事？
To incorporate a company in Singapore, ACRA requires at least one locally resident director. If you’re a foreign entrepreneur without residency, appointing a nominee director is your only legal route to company registration. Without one, your company cannot be registered under Singapore law. Appointing a nominee director ensures that your business setup process is smooth and compliant with regulatory standards.
提名董事资格标准
To legally serve as a nominee director in Singapore, the individual must meet specific qualifications. They must be a Singapore Citizen, PR, or EntrePass holder, aged 18 or older. They cannot be an undischarged bankrupt or disqualified under the Companies Act. Importantly, a nominee director must not act as the company’s auditor and cannot be a corporate entity.
Role and Responsibilities of a Nominee Director
Nominee directors in Singapore have no operational control or involvement in financial decisions. Their key responsibility is ensuring the company complies with Singapore regulations, such as filing annual returns and attending Annual General Meetings (AGMs). They also act as a liaison with ACRA and sign compliance documents. This role is administrative and does not include authority over business operations.
What a Nominee Director Cannot Do
Nominee directors are not allowed to manage daily business operations or make financial decisions. They do not sign supplier agreements, handle client matters, or execute payroll. Their involvement is strictly limited to compliance and statutory filings. Any violation of this scope can result in legal complications.
Advantages of Appointing a Nominee Director in Singapore
A nominee director is registered with ACRA to satisfy Singapore’s legal requirement for having at least one locally resident director. This is mandatory for all private limited companies and ensures the business remains compliant with the Companies Act. For foreign-owned companies, a nominee director allows you to incorporate without needing a local shareholder or director upfront.
Beyond compliance, nominee directors help establish a credible local presence. Their involvement signals to banks, clients, and authorities that your company is properly structured and grounded in Singapore. This is particularly useful when opening corporate bank accounts or applying for business licenses, where having a resident director can accelerate approval.
Nominee directors also contribute to your company’s governance framework. While they typically don’t take part in daily operations, they support key compliance tasks like reviewing filings, endorsing resolutions, and liaising with authorities when required. Their presence can help ensure your business maintains proper oversight and follows local best practices from day one.
新加坡提名董事服务的类型
Foreign entrepreneurs can choose between two main nominee director service options in Singapore: Long-Term Nominee Director (LTND) and Short-Term Nominee Director (STND). Each serves different business needs depending on relocation plans and compliance timelines.
长期提名董事（LTND）
LTND services are ideal for foreign business owners who do not plan to relocate to Singapore. Appointed for 12 months or more, this arrangement ensures continuous compliance with ACRA’s local director requirement. It’s suitable for investors managing operations remotely or those seeking to avoid creating a personal tax presence in Singapore. LTNDs often assist with ongoing compliance, including coordination of annual returns and statutory filings.
短期提名董事（STND）
STND services are best for entrepreneurs setting up a company while preparing to appoint a local director or obtain an Employment Pass. Typically lasting 2 to 6 months, this cost-effective option supports the incorporation process until a permanent local director is ready. It’s popular among startup founders planning to relocate within a short timeframe.
How to Choose
Select an LTND if you require long-term flexibility and full compliance oversight. Opt for an STND if you need short-term statutory support during incorporation and plan to appoint your own director soon after. Both options help ensure your company meets Singapore’s regulatory requirements from day one.
How to Incorporate a Company with a Nominee Director in Singapore
The process begins by signing a Nominee Director Agreement, which outlines responsibilities, liabilities, and scope. You’ll then submit your company incorporation documents to ACRA via BizFile+, including copies of passports, residential proof, and proposed company details. After paying the nominee director service fees and filing the documents, your company can be approved in as little as 24 to 48 hours. This setup ensures legal compliance from day one.
Nominee Director vs. Nominee Shareholder: What’s the Difference?
While both are “nominee” roles, their functions differ greatly under Singapore law. A nominee director ensures ACRA’s directorship requirement is met but holds no ownership or control. A nominee shareholder, by contrast, holds shares on behalf of the true owner, maintaining confidentiality without impacting ownership rights. Both may be used for privacy and compliance but serve distinct purposes.
关于提名董事的常见误解
神话 1：名义董事控制业务
事实：他们在运营、财务或合同方面没有发言权。
神话 2：名义董事是可选的
事实：如果您是没有本地董事的外国人，法律上需要名义董事才能在新加坡注册。
神话 3：他们可以做出战略决策
事实：他们的权力受到法律协议和新加坡法律的限制。
神话 4：他们对公司承担完全责任
事实：只要他们善意行事并在法律范围内，他们不对公司债务承担责任。
在新加坡使用名义董事的法律风险
尽管名义董事并非运营人物，但他们可能会因违反法规而被追究责任。如果公司未能提交年度报告或从事非法活动，名义董事可能会面临罚款或取消资格。在新加坡，信誉良好的名义董事在接受任命之前会进行尽职调查，以保护自己并确保您的公司合规。
如何降低法律风险
为了保护您的名义董事和您的企业，始终签署明确的名义董事协议，规定限制。包括一项赔偿条款，以保护名义董事免受与业务相关的责任。选择具有强大监管经验和新加坡经验证的服务提供商。最后，确保您的公司按时报税，保持适当的记录，并避免可疑活动。
为什么选择合适的提名董事服务至关重要
在新加坡，任命名义董事不仅仅是一种形式——这是一个战略合规举措。错误的选择可能导致处罚、声誉损害，甚至取消资格。选择一家在新加坡提供以合规为重点的名义董事服务的公司，确保有适当的法律保障和透明的服务协议。
最后的思考
名义董事对于希望在新加坡创业的外国人至关重要。他们帮助满足法律义务，同时确保您的企业符合ACRA的要求。通过选择一个值得信赖的名义董事服务，并清晰定义其责任，您可以保护您的企业并保持控制。对于任何认真考虑在新加坡设立的外国企业家来说，名义董事是您的首个合规里程碑。
常见问题
In Singapore, there are two primary reasons why appointing a nominee director is essential:
- Short-term necessity during Employment Pass (EP) application: When applying for an EP in Singapore, having a local nominee director can be crucial for meeting regulatory requirements.
- Long-term operational needs for offshore company management: If you’re considering remote operation of an offshore company in Singapore, a nominee director may be necessary for compliance and administrative purposes.
If you’re in the process of obtaining an EP, our handbook can guide you through the essential steps for success. Additionally, for those planning long-term usage of a nominee director, we’ll delve into the pros and cons to help you make informed decisions.
Yes. A foreigner can be a director for a company in Singapore. This can be done by setting up a registered company in Singapore through a company registration service provider.
So If you are a foreigner planning to set up company in Singapore and want become director of the company, here’s what you should need to know:
- You must have at least one local director.
You can hire a local nominee director for 2 months and then once your company is incorporated, you can transfer the full ownership to you. In other words, you become a director in 2 months after your company is incorporated.
- You must have at least one local secretary
Next, In order for your company registration to be successful, you must appoint one local secretary who knows about the industry and all the filings requirements of your company.
This is where service providers can be useful because there are services like 2 months short term nominee director services as well as long term nominee director services. Moreover, they also provide professional corporate secretary services from business registration all the way to applying for a work visa so you won’t need to worry about setting up a company and can just focus on achieving your company goals.
No, a nominee director cannot be a foreigner. This is because a nominee director is appointed to fulfill the requirement of at least one local director of a Singapore company, thus, no foreigner is allowed.
Yes, you can resign the nominee director at any time once you have obtained your 就业准证 or / you have identified another person who can satisfy the local director’s requirement.
A nominee director is not granted the same powers and privileges as those granted to a conventional director. A nominee director is only the director of the company in a name. Therefore, the nominee director’s position within the company ought to be limited.
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