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Nominee Director

What is a nominee director? It is an individual who is appointed to represent the interests of another group or person or company.

As the name suggests, a nominee director helps foreign individuals or investors for a Singapore Company Incorporation. They fulfill the legal requirement to have a local director to incorporate a company in Singapore. A nominee director acts passively and lacks some power in the company.

The Risks of Using a Nominee Director Service 

As an ACRA license corporate service provider, Paul Hype Page has not encountered any issue of appointing a nominee director. We have all our customers covered. 

However, our professional advice is that all nominee directors must be appointed with a legal written arrangement. This is to safeguard you as a business owner and your company as a legal entity.

The risk of not using proper documents to set up the arrangement is that you incur damage that can’t be controlled. 

Things that might turn sour in the business include:

  1. Damaging relationship with the nominee. The nominee directors treat the shares as a gift by you. Therefore, claiming the entitlement as the real owner of the shares in the company,
  2. Demanding more payment,
  3. The nominee passes away or loses mental capacity, and their next of kin refuses to recognize the arrangement and seek to treat the shares as their right,
  4. The nominee becomes uncontactable,
  5. Using the shares as security for a personal loan, or selling them, or paying himself a director’s service fee,
  6. Disclosing the arrangement to a third party.

Hence, the importance of using well-written documents to record a nominee director arrangement cannot be overstated, given the risks highlighted above. At Paul Hype Page, we have a well-defined legal statement that illustrates how our Nominee Directors do not get involved with business operations, and are only to fulfil mandatory regulatory requirements.

Benefits to Appoint a Nominee Director

  • Meeting statutory requirements
    Singapore Companies Act requires companies to have a local director who is a legal resident of the Republic. For foreigners who want to manage their business from abroad, a nominee director can be an option.
  • More Power in the Company
    Although a nominee director is physically the head of the company, his position in the company is limited.
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Step by Step Process To Incorporate with a Singapore nominee director

Step 1: Understand the requirements of setting a Singapore company

Directors:A minimum of one resident director (a Singapore Citizen, a Singaporean Permanent Resident, a person who has been issued an EntrePass, Employment Pass, or Dependent Pass) is mandatory.

Shareholders: The shareholder can be an individual or a corporate entity. 100% local or foreign shareholding is allowed. A director and shareholder can be the same or different person.

Paid-up Capital: Minimum paid-up capital for registration of a Singapore company is S$1.

Registered Address: The address must be a physical local address.(PO Box is not allowed.)

Company Secretary: Companies Act requires one Company secretary who must be a natural person and an ordinarily resident of Singapore.

Audit Requirements:Unless exempted from audit requirements under the Companies Act, every company must appoint an auditor within three months after its incorporation. Only small exempt private companies and dormant companies are exempted from audit requirements.

Process To Incorporate with a Singapore nominee director

Step 2: Understand the role of nominee director and sign off the agreement

Nominee Director is someone who acts as a non-executive director on the board of directors of a firm, on behalf of another person or firm such as a bank, investor, or lender. Typically, there is no shareholding requirement for the nominee director but, if the bylaws of a company impose a share qualification, he or she must obtain them for the specified period.

We at Paul Hype Page & Co will appoint a member of our team as the nominee local director for your company in the event of you not having one. This service is offered for statutory compliance only.

The nominee director will not be involved in any management, financial, or operational matters of the company. You must appoint one or more individuals (normally the company shareholders) as the company directors who will be responsible for running the company. You can ask our nominee director to resign at any time by identifying another person who can satisfy the local director requirement.

Note :For the provision of our nominee local director service, we will also collect a refundable security deposit.

Step 3: Fill up the online incorporation form and prepare the required documents

Fill up the incorporation form:https://ibizfile.com/

Documents needed for the incorporation :

For each Singapore resident individual shareholder and director

  • Copy of Singapore IC; and Copy of passport if the individual is not a citizen of Singapore

For each non-resident individual shareholder and director:

  • Copy of passport; and Copy of residential address proof such as a recent utility bill, residential phone bill, tax bill, or cable TV bill

For each corporate shareholder:

  •  Foreign Corporate Company Certificate and Special Director Resolution to resolve becoming newly incorporated company subsidiary’s shareholder

**Please note that all documents must be in English or officially translated into English. All copies of documents must be certified true copies by a notary public, or you must bring the originals to our office for sighting. However, if you are overseas, you can email us the scanned copies of the documents so we can proceed with preparing the necessary incorporation documents.

Step 4: Open Company’s Bank Account

Once your company is incorporated, you are required to open a corporate bank account with any local and international banks in Singapore.

Required documents to open a corporate account:

  • Completed Corporate Account Opening Forms
  • Board of Directors Resolution approving the opening of the account and the signatories to the account
  • Certified True Copy of Company’s Business Profile from Company Registrar (Bizfile)
  • Certified True Copy of Company’s Memorandum and Articles of Association (M&AA)
  • Certified True Copies of Passport (or Singapore IC) and Residential Address Proof of Directors, Signatories, and Ultimate Beneficiary Owners. If you are in Singapore, just bring the originals and the bank will make a copy.

If you are looking for a hassle-free bank account (without all that paperwork seen above) opening experience from overseas, open a corporate bank account with Aspire Bank will be a good option. With Aspire, you can have fast and simple access to financial services for your business operations anywhere and at any time through your mobile phones. You can also enjoy cashback for your online marketing and “software as a service”.

It is free to open an Aspire Business Account. There are no monthly fees, fall below fees, or FAST transfer fees, and no minimum deposit is required as well. If you are keen, the account can be opened entirely online with Paul Hype Page. Check out more Aspire features on www.aspireapp.com.

Step 5: Start Your Business

After establishing your business in Singapore, and if you don’t wish to relocate to Singapore immediately, we can assist you in the initial stage when you don’t have any staff in Singapore.

Our Fees for Incorporation with Nominee Director

  • Incorporation fee is $800
  • ACRA Fee is $315
  • Appointment of Company Secretary for 1 year is $600
  • Registered Address for 1 year is $240
  • Nominee Director for 1 year is $3,800

Documents needed from each Director & Shareholders

Local Resident Director / Shareholder – Passport or IC or Singapore Work Visa Card (Employment or Dependent Pass Visa Card) and Bill showing Singapore Residential Address)

Foreign Director / Shareholder – Passport and Bill showing Overseas Residential Address)

For all documents where we did not sight to the original must be notary public

Do email us once you have completed the form and we will proceed to prepare the necessary documents thereafter.

Incorporation documents and app forms samples

Listed below are the sample documents and application form you need for your Singapore Company Registration with a Nominee Director.

  • Nominee Director-Direct from
  • Nominee Director to client
  • Application for wavier to file tax to IRAS
  • Application to strike off Company (dormant company)
  • Application to strike off Company (Non-Dormant)
  • Director resolution to strike-off EGM for striking Off
  • Letter of Authorization to strike off
  • Letter to IRAS – Strike off
  • Member resolution to strike off
  • Notice of EGM for striking off a company

Chinese version: 代理董事 Nominee Director

Incorporation with Nominee Director FAQs

Can a Nominee Director be a Foreigner?2020-11-12T10:20:58+08:00

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. 

Can I ask the nominee director to resign from my company?2020-11-12T10:21:08+08:00

Yes, you can resign the nominee director at any time once you have obtained your Employment Pass or / you have identified another person who can satisfy the local director’s requirement. 

Why is a Nominee Director’s position within a company limited?2020-11-12T10:21:19+08:00

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. 

Can any bank be used to open a Corporate Bank Account?2020-11-12T10:21:30+08:00

There are no restrictions on which banks can be used to open a corporate bank account in Singapore. Thus, a company owner may select any bank for the opening of the corporate bank account. We recommend ASPIRE for its user-friendly features.  

2021-01-29T13:17:52+08:00December 21, 2014|0 Comments
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