A nominee director
is a resident of Singapore (Citizen or PR
) appointed to act as the resident director of a company. As per the Companies Act, Chapter 50
, every company incorporated in Singapore should have at least one resident director at all times. Companies incorporated by foreigners who do not reside in Singapore need to hire a nominee director to comply with the government regulations.
Every company is required to maintain a register of nominee directors containing their details like name, residential address, passport/NRIC
, and appointment date. If the nominee is appointed through a service provider, the register should include the particulars of the legal entity like their name, office address, UEN
(if any), form of the entity, jurisdiction, and statute under which the legal entity is formed, and the date of appointment.
This register is to be kept confidential. Only ACRA
and public agencies like IRAS
, the Singapore Police Force, and the Corrupt Practices Investigation Bureau can gain access to this register along with all the supporting documents.
Who can be a Nominee Director?
While the company is still being incorporated, only Singapore citizen, PR, or EntrePass
holders can become a nominee director. After the company is incorporated, an Employee Pass (EP)
holder can also be appointed as a director of a Singapore company.
Responsibilities of a Nominee Director
The nominee director usually does not participate in the running of the business but is responsible for the annual compliance of the company as he is also an officer of the company. They do not take part in the day-to-day management as well as the financial and operational matters of the company. These tasks are managed by executive directors.
How to Appoint a Nominee Director?
A company can appoint a nominee director through a service provider. It could either be for a short-term or annual basis. And when the company has employees who are Singapore residents, they can appoint them as the local resident director. In such a case, then the services of a nominee director would be ceased.