Understanding a Nominee Director

A Nominee Director is a resident of Singapore, either a citizen or a permanent resident, appointed to act as the local director of a company. According to the Companies Act (Chapter 50), every Singapore-incorporated company must have at least one resident director at all times. Hence, companies set up by foreigners who don’t live in Singapore must hire a nominee director to comply with these regulations. All companies are obligated to maintain a registry of nominee directors, documenting details such as their full name, residential address, passport or NRIC number, and appointment date. If the nominee director is a service provider, the record should reflect the organization’s details, such as name, office location, Unique Entity Number (UEN), format, jurisdiction and statute under which it was formed, along with the appointment date. This registry is classified and only accessible to ACRA and public organizations including IRAS, the Singapore Police Force, and the Corrupt Practices Investigation Bureau, in addition to all supporting documents.

 

Who Can Be a Nominee Director?

During the company’s incorporation process, only Singapore citizens, permanent residents, or EntrePass holders can be appointed as a nominee director. Once the company is established, they can also appoint an Employee Pass (EP) holder as a director.

 

Role of a Nominee Director

The role of a nominee director typically does not involve running the company’s day-to-day operations. Instead, they are responsible for ensuring the company complies annually, as they are considered officers of the company. Their responsibilities usually exclude financial and operational aspects of the company, which are managed by executive directors.

 

Appointment of a Nominee Director

A company can appoint a nominee director via a service provider, either on a temporary or on an annual basis. When the company has employees who are Singapore residents, they too can be appointed as local resident directors. If that happens, the nominee director’s services would come to an end.