The Companies Act mandated that every company established in the city-state designate a minimum of one director who is typically a citizen of Singapore. IMC may assist you in meeting this need by choosing one of our team members to serve as the nominee resident director for your firm, on a temporary or yearly basis. The Companies Act and the legal systems in Singapore impose the same duties and obligations on a Nominee Director as they do on a regular director.
The board of directors, who are in charge of the organization and answerable to the shareholders, are granted the majority of the company’s authority. Directors are accountable for the regulatory records and files, accounting documents and yearly accounts, shareholder and board conferences, and crucially, all directors have a fiduciary responsibility to the organization. A Nominee Director may, at any time, ask for read-only access to the client’s corporate banking account, but only in order to carry out their fiduciary obligations as well as their routine accounting and tax reporting responsibilities.
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A Quick Glimpse at the Nominee Director Role
| Who is in charge of the management and day-to-day operations of the company? | Client |
| Who is designated as the bank signatory? | Client |
| Does the Nominee Director have to comply with the legal requirements placed on directors by the Companies Act? | Yes |
| Is this service only available for legislative compliance? | Yes |
| Who represents the shareholders of the company? | Client |
| Does the Nominee Director have a fiduciary obligation to the Company? | Yes |
The following conditions apply to the offering of our Resident Nominee Director Service in consideration of the fiduciary obligations held by a director:
- Only statutory compliance is the purpose for which the service is provided. The Nominee Director will not be involved in any day-to-day managerial, financial, or operational issues of the Company. This means that the Nominee Director will not sign any personal guarantees in connection with the Company’s debts and won’t sign any documents on the Company’s behalf
- At any moment, you have the right to stop using our services and appoint a new Nominee Director in their place if necessary. Once the modification has been registered with the company registrar, we will return the security deposit
- You must nominate one or more executive directors who will be in charge of managing the business, one or more of whom may be foreigners, including you
- For the provision of our nominee director service, you will also need to submit a refundable security deposit in addition to our nominee director fee. To protect the nominee director’s interests, a security deposit is required, which is refundable on the termination of Nominee Director services
- While utilising our services, you are always liable for ensuring the Company is financially stable and complies with all regulations. To make sure your business complies with all compliance regulations, please see our additional services offered
Company Formation in Singapore - FAQ
Does a foreigner need to visit Singapore to establish a company?
No, you do not have to be physically present in Singapore to set up a company.
What are the key requirements for setting up a Singapore company?
- A company needs to have at least one shareholder who can be a local or foreign individual or company
- At least one of the directors must be a natural person, above the age of eighteen years old, and a resident of Singapore
- A shareholder who is a natural person can also be a director of the company
- A qualified company secretary has to be appointed. The secretary must be a resident of Singapore
- Company must have a physical, local address in Singapore
- The company must have a paid up capital of at least $1
What are the minimum and maximum number of shareholders a company can have?
A Singapore Private Limited Company (LLC) registration requires at least 1 shareholder. A Private Limited Company can have a maximum of 50 shareholders.
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