Professional Nominee Services For Foreigners With Singapore Company

Professional Nominee Services For Foreigners With Singapore Company

Appointing a professional Nominee Company Director is not only essential for foreign-owned companies, but it is also a popular option for even local business owners who prefer choosing suitably qualified professionals from our pool of candidates.

The Singapore Companies Act defines a Director as an individual “with whose directions or instructions the directors of a corporation are accustomed to act and an alternate or substitute director.”

Under the Companies Act and common law, a Nominee Director is bound by the same responsibilities and obligations as those imposed on a regular director.

Did you know?

For foreigners, it is a statutory requirement by the Accounting and Corporate Regulatory Authority (ACRA) to appoint at least 1 local resident director for your Singapore company. The appointed local director is someone whose normal residence is in Singapore. With 1 local resident director appointed, there can be other foreign directors whether based in Singapore or abroad.

Should the Singapore company be appointing only 1 local resident director only, there would be a need to appoint another company secretary. All Singapore companies are required to have at least 2 company officers.

It is also notable that our clients who set up foreign companies from other jurisdictions will prefer to appoint our professional resident Company Directors and/ or Shareholders. Lexico Business Solutions is seasoned in handling corporate matters pertaining to nominee services as part of its incorporation services, including offshore structures.

Statutory Duties of Nominee Directors

  1. Hold an Annual General Meeting (AGM) with the agenda to discuss the company's financial statements.
  2. File Annual Returns with ACRA in a timely manner.
  3. Maintain updated records of the Statutory Registers, including but not limited to the Register of Members, Registers of Directors Shareholders.
  4. Report regular updates including rights, shares, contracts and options.

Singapore companies are required to keep a register of its Nominee Directors under section 386AL of the Companies Act. There are, however, exceptions to this such as if a public company which shares are listed for quotation on an approved exchange in Singapore. Contact us to find out more.

Fiduciary Duties of a Company Director/ Nominee Company Director

The appointed Nominee Company Director is a key agent of the company acting on behalf of the company. In turn, the company is bound by the acts of the Nominee Company Director and hence it is important that the appointed Nominee Company Director is a qualified and trustworthy individual. The key duties are:

  1. To act honestly and in good faith in the interest of the company
  2. To avoid conflict of interest
  3. To exercise care, skill, and diligence
  4. To not misuse power and diligence

In this regard, there are considerations in appointing the right Nominee Company Director.

Qualities to look out for in a Nominee Company Director in Singapore:

  1. Maturity and a Sense of Responsibility- Knowledgeable and can stay abreast of corporate tax and accounting updates as well as statutory obligations.
  2. A Sense of Responsibility and Loyalty – To work with company secretary on proper documentation and timely filing of Annual Returns with ACRA.
  3. Management skills - To act as a director-level representative which includes engagement with local authorities and handle financial paperwork.
  4. Credentials – To be skilled and in handling affairs of the company with professionalism.

Read more about what you should consider when appointing a Nominee Director

Hire the right regulatory staff for your business.

Lexico Business Solutions provides professional Nominee Directors, Nominee Shareholders and local Corporate Secretary, as required by the Singapore law. Our extensive range of corporate support services cater to newly incorporated and existing businesses for both Singapore and offshore companies. If required, we can also apply for employment passes with the Ministry of Manpower.

Talk to us for a free confidential consultation.