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Functions and Roles of a Nominee Director in Singapore

a Nominee Director in Singapore

When it comes to incorporation of a company in Singapore; it is a statutory requirement that all companies within Singapore be registered with the Accounting and Corporate Regulatory Authority (ACRA). They are also expected to abide by the Companies Act which requires that the registration of a company in Singapore should include at least one shareholder who can either be an individual or a corporate entity. It should also consist of one company secretary, at least one local director who is a resident of Singapore, a physical office address in Singapore and an initial paid-up share capital of at least S$1. As much as the minimum number of directors required when considering registration of the company in Singapore is one; the maximum number should be stated in the company’s constitution. A nominee director in Singapore is mandated by law to act in accordance to the directions of the entity or individual that has appointed them. Foreign investors intending to operate a company in Singapore are required to appoint a director who is a local resident of Singapore.

Here are some of the roles and functions of a nominee director in Singapore;

Act on behalf of the company

A nominee director in Singapore is expected to act in good faith and to the best interest of the company that they represent. When it comes to making decisions they should be able to prove their undivided loyalty to the company that they represent without allowing their personal and third party interests to influence their decisions.

Convene Mandatory Annual General Meeting

The nominee director is mandated by law to convene the mandatory annual general meeting (AGM) especially in the absence of a local resident director. The AGM is the meeting where shareholders and the members of the company gather to air their views and also discuss the financial statements of the company. The shareholders as well as members should be furnished with the financial reports at least 14 days before the set AGM date. The filing of the annual returns as required by ACRA should be done within a month after the convening of AGM.

Maintains Accurate Records of Statutory Registers

The nominee director in Singapore is also required to maintain updated records of the members register, directors register, shareholdings register alongside accounting records for the company and other documents. When considering the incorporation of a company in Singapore, it’s advisable that a company engages a corporate service provider if they are to be assured of working with reputable people who understand the services required of them.

Register Local Business Address

This is not a PO Box but a locally registered business place where the company offices are located. In case of any change, the nominee director in Singapore is required by law to notify ACRA within 14 days. The director is also required by law to provide a regular update regarding the director’s shareholders’ rights, shares, options, or contracts. They should ensure that ACRA gets full disclosure regarding any changes.

Originally published by onestop-ca.com

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