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Nominee Shareholder Service in Singapore
Note: Any natural person (local or foreigner) can be a shareholder in Singapore and enjoy the same tax incentive and audit exemption. Due to the transparency requirement by the Singapore Authorities, we are no longer providing this service to our clients.
In Singapore, it is not quite possible for beneficiary owner to remain anonymous. According to the ACRA’s guidelines, every company is required to maintain a Register of Registrable Controllers where records of an individual or a legal entity who is considered as a Beneficial Owner/Controller are kept.
An individual or a legal entity is considered as a Beneficial Owner/Controller when the individual or the legal entity has either:
1. “significant interest”
– interest in more than 25% of the shares; or
– shares with more than 25% of total voting power in the company.
2. “significant control”
– holds the right to appoint or remove directors who hold a majority of the voting rights at directors’ meetings; or
– holds more than 25% of the rights to vote on matters that are to be decided upon by a vote of the members of the company; or
– exercises or has the right to exercise significant influence or control over the company.
The Register of Registrable Controllers is to be provided to the Authorities as and when required by them.
Bank account opening process may also be stringent with a nominee shareholder structure. The bank will request for more information to understand the background of the beneficial owner and the reason for using a nominee shareholder for setting up the Company.
FAQ for Nominee Shareholder Services
The Singapore Companies Act requires all Singapore private limited companies (PLCs) to have at least one shareholder, either an individual or a corporation. It is not necessary for the shareholder to be a Singapore resident.
Nominee Shareholders Agreement
Nominee Shareholders Service generally requires a signed Declaration of Trust in which the appointed nominee shareholder holds shares on behalf of the beneficial owner. The nominee shareholder is not the legal owner of the shares. The shares shall be returned to the beneficial owner when the service is terminated or transferred to another party as per the beneficial owner’s request. All income and capital gains on the shares belong to the beneficial owner.
If you engage a nominee shareholder service which the shares are held 100% by a nominee corporation, the Company will not be able to enjoy full tax exemption benefit and the Company will be required to prepare and file XBRL report for the Company unless exempted. For detailed requirement, you can refer to ACRA Compliance Requirement
Q1: Does Singapore have any restrictions on foreign ownership?A1: Singapore has no restrictions on foreign individual or corporate shareholders owning 100 percent of the company.
Q2: Is a shareholder an employee of the company?A2: No, shareholders are not employees, but rather are the owners of the company.