Top 3 FAQs About The Appointment Of Nominee Directors

When it comes to investments, Singapore is an attractive country to put your money in. Due to its excellent economy and close proximity to the emerging markets of China and India, Singapore is considered a business hub for numerous leading industries in the world. As a result, more and more foreign entrepreneurs and investors are moving to the country to establish a business and invest.

However, suppose you are a foreigner looking to start a business in Singapore. In that case, it is essential to know that all companies incorporated under Singapore law are required to have at least one resident director. As such, it is now more common for many businesses in Singapore to appoint a nominee director. To learn more, here are the answers to some of the most frequently asked questions people have about the appointment of nominee directors in the country.

Question #1: Why is there a need to appoint a nominee director? 

Foreign entrepreneurs and investors might need to appoint a nominee director for their businesses in Singapore simply because the law mandates it. But if they are equipped with their own local director, then a nominee director is not needed. Failing to comply with the statutory requirements of a local resident director usually results in ACRA disallowing the incorporation to be set up during the first stage. Specifically, Section 145 (1) of the Companies Act provides that all companies need to have at least one director who is ordinarily a resident in Singapore. As such, if a foreigner incorporates a company in the country but has no local person who can act as a resident director, they can appoint an individual to act as a director for a nominee director fee.

However, the role of a nominee director goes beyond just acting on behalf of the company. This nominee director will assume non-executive duties but will still carry the general responsibility and innate liability of company directors to the business’s potential risks.

Question #2: How is a nominee director appointed?

Generally, the appointment of company directors is made through the passing of an ordinary resolution during a general meeting. However, the specific manner or method of appointment is commonly dictated by the company’s Articles of Association and memorandums. Furthermore, before a director can be appointed officially, the company needs to complete a series of documents first and submit an appointment of director notice with the Accounting and Corporate Regulatory Authority (ACRA).

Due to many different legal requirements, appointing a nominee director can be a burdensome process for some businesses. Fortunately, an easier way to appoint a nominee director is to work with a reputable incorporation company that will ensure all the legal requirements are complied with. Typically, incorporation companies are the ones to provide qualified nominee directors and guide businesses through the complex registration process.

Question #3: How long does a nominee director’s appointment last?

There is no specific period in Singapore wherein a particular nominee director is supposed to serve a company. As such, business owners have the freedom to nominate and dismiss a nominee director at their will. This means that the appointment of a nominee director can be terminated at any time. However, keep in mind that once you decide to terminate the nominee director services of an incorporation company, your company or the corporate secretary would have to make an update in ACRA.

Conclusion

Although they assume non-executive functions, nominee directors play a very significant role in the business since their appointment ensures the compliance of companies, particularly foreign ones, with the law. Hence, if you are a foreigner who plans to establish a business in Singapore soon, you should definitely learn why and how nominee directors are appointed in the country. And as mentioned earlier, the easiest way to appoint a nominee director for your business is to work with a trusted incorporation company.

Among the most reputable companies offering incorporation of company and nominee director services in Singapore is OneStop Professional Services. We are a leading firm that offers a variety of reliable and efficient corporate services, including incorporation services, nominee director services, accounting services, auditing services, company secretary services, and more. To find out more about our excellent services, feel free to contact us today.