Nominee Director

By Law, minimum of one resident director (a resident is defined as a Singapore Citizen, a Singaporean Permanent Resident, or a person who has been issued an Entrepass, Employment Pass, or Dependent Pass) is mandatory. There is no limit on the number of additional local or foreign directors a Singapore Company can appoint. The following details the requirements:

  • Singapore Companies Act does not allow corporate Directors
  • Non-shareholders can also be appointed as Directors
  • A director and shareholder can be the same person
  • Details of Directors will appear on public records
  • The appointed director must be at least 18 years of age and not be bankrupt or has prior record of malpractice

If you do not have a local Singapore resident director to meet the requirement of the Singapore Companies Act, you can engage our Nominee Director Service. We will provide you with a local Nominee Director for your company provided the followings conditions are met:

  • The 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) to be the directors that are responsible for running the company operations.

We will also require a refundable security deposit for the provision of the Nominee Director Service. The service can be terminated any time but another Singapore resident director must be appointed to meet the statutory requirement. A security deposit is to be placed in addition to the Service Fees. The security deposit is refundable and it is held for the duration of the service. It will be refunded to you upon termination of the Nominee Director Service.

 

Mandatory Statutory Requirements to be Complied by the Company Director

A very important responsibility of a company director is to ensure  that the company complies with two most important statutory requirements as follows:-

  • Firstly convening and holding of the company’s Annual General Meeting (AGM)
  • Secondly, the subsequent filing of its annual returns by the specified due dates (normally within a month of the AGM)

If the above 2 requirements are not met, either a penalty is imposed on the company or legal action is taken against the company directors.

 

What happens at AGM?

At an AGM, directors are elected,& their remuneration is determined. Auditors if required are appointed and, company’s accounts and balance sheets are tabled for signatures , and any other “special business” as required is conducted. Dividends are also declared at this AGM.

However, if all members have agreed not to hold AGMs , they have to pass a resolution but the company must still file its annual returns.