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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.

 

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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.

FAQ for Nominee Director Services

Q1: Can a nominee director manage my company or sign documents?

A1: No, the nominee director cannot manage or involve in the operation of your company.

The nominee director will neither be a bank signatory to the corporate bank account nor play an active role in our Client’s business. The nominee director will merely be the named director of the company in order to fulfill local statutory requirements (e.g., appointment of a local resident director). Our Client is solely responsible for daily business activities and solely responsible for corporate bank account activity. 3E Accounting’s nominee director will not sign any invoice , contract or legal documents on behalf of our Client’s company.

Q2: Who will be liable if I do not comply with statutory compliance?

A2: Directors of the company are legally responsible and accountable for complying with the requirements of the Singapore Companies Act. Failure to comply with the statutory compliance requirements is an offense and may result in fines or prosecution.

Q3: If we dont have anybody in Singapore who can act as the local resident director for our company, do you provide the service of a nominee director? What role will he or she play in our company?

A3: Yes, we do provide our Nominee Director Service in Singapore. However, please note that our nominee director will not have any financial, management or operational interest in the company. The nominee directors main role is limited to satisfying the statutory requirement of a local resident director for your Singapore company.

Q4: Are the service fee and security deposit the same?

A4: The security deposit should not be confused with our service fee or any other fee. Its your money that is temporarily in our custody for the duration of our Nominee Director Service. We will refund the security deposit back to you immediately upon termination of our Nominee Director Service.

Q5: Why do you need a security deposit and other not?

A5: We understand that we have competitors who are not collecting security deposit, you should always be aware that they usually outsource their Nominee Director services. In the long run, there will be potential risk (e.g. Nominee Director stopped providing service and nowhere to be found). In 3E, we provide our own Nominee Directors to guarantee our customers safety. Besides, there are normally charging higher for their nominee director fee and other fee as well which collectively can be higher than the security deposit which we are collecting.We will need the security deposit as responsibilities are quite onerous for all directors, including the nominee director. The nominee director is required to pay for company liquidation charges in case the foreign client is no longer reachable. Our Nominee Director Service is provided by our reputable and trustworthy professionals. To safeguard the interests of the nominee director, we require that a security deposit be kept with us for as long as our Nominee Director Service is active.

Q6: Will there be any other extra security deposit required?

A6: No, we will not require any extra security deposit unless if for certain reasons acceptable by our Management, certain clients while engaging our nominee director services, are not able to engage our full services and they are GST registered or has hired staff. This is because, the risk on the nominee director will be higher as GST-registered businesses are required to pay GST one month after the end of the accounting period covered by the return. If GST is not paid or is paid late, penalties will be imposed by the Authorities.

Q7: Am I allowed to terminate the Nominee Director Service anytime?

A7: Yes, you can terminate our Nominee Director Service anytime by providing us with the details regarding an alternate local resident director. We will do the necessary paperwork, file the change with authorities and promptly refund the security deposit back to you.

Q8: Can I get power of attorney from the nominee director?

A8: A power of attorney is a legal document which gives the appointed person the right to represent the company and to act on its behalf. The document lists the terms of the appointment and may allow the attorney to act for the company without requiring the directors. In most cases, the executive director (foreigner) can represent the company and issue the power of attorney. In the event the nominee director is asked for issuance of power of attorney, We will require to understand the reason for doing so. The nominee director should not involve in your company operation and no power of attorney will be issued in general.

In the event of a power of attorney is issued, the directors still retain responsibility. Therefore, the nominee director will need to perform some checks before issuance of the power of attorney. Kindly provide the following information about the attorney for our checking purposes.
– Attorneys passport copy, proof of foreign residential address and national identity card copy, if any
– Attorneys contact telephone and email
– Attorneys personal bank reference letter / recent personal bank statement which is less than 2 months
– Attorneys reference letter from his/her existing employer
– The purpose of issuance of the power of attorney
– Why do you need the power of attorney from the nominee director and not from executive director of the company

We reserve the right to refuse if the proposed attorney does not meet our requirements.

Please be reminded that the nominee director will only give a special power of attorney (also called a limited power of attorney) if required by law. An extra charge from $8,000 (W/GST $8,560) will apply for reviewing of the power of attorney by our lawyer and additional due diligence check on the attorney.

Q9: Can the nominee director assist in license application?

A9: It is our Companys policy that our nominee director will not be involved in your business operation therefore if your business is required to apply for a licence, our nominee director will have to step down when you are ready to proceed with the licence application.For most licence application such as money changer licence, employment agency licence, food stall licence, IDA licence and many others, the Company must have an executive local director who is a Singaporean or a Singapore P.R. and the appointment of such director must have already been lodged with ACRA before the licence application.
Besides, most licence application documents will need to be signed and submitted by a local key executive personal/director therefore you will need to have such person (either Singapore Citizen, Singapore PR, or employment pass holder) to act for your company and apply for the licence.
Most businesses do not require licences or permits to operate but there are handfuls that do as they are regulated by the approving authorities such as those in food businesses, employment agencies, private schools, travel agencies, liquor distributors, moneylenders, banks, childcare centres, etc.
For more information, please see Business License Application.

Q10. Can the nominee director assist to open a corporate bank account and a merchant account?

A10: The nominee director will be able to assist with a corporate bank account opening once the company is incorporated but will not act as a bank signatory.

For companies with a sole foreign director with physical presence (please note that most banks would usually require physical presence by at least one director), we can assist with the first bank account opening including preparation of board resolution and signing of bank account opening forms in our office, free of charge, especially with OCBC Bank. If you are arranging for bank account(s) to be opened at your own preferred bank by yourself, please be reminded to let us have a copy of the signed banks standard form containing the resolution to open the account(s) for our records. For opening of bank account(s) at your own preferred bank which require our nominee director/secretary to sign on the bank account opening forms, a directors resolution must be prepared to authorise the director/company secretary to sign on behalf of the Company and the bank documents are completed by the banker and signed in our office.

If you require our nominee director/secretary to provide outgoing service to sign documents at any bank branch, an extra charge from $250 (W/GST $267.50) will apply.

For opening of bank accounts for a company with 2 directors or more (excluding our nominee director), please arrange for a minimum of 2 directors to be present for the bank account opening as per banks requirement. In the event that only 1 of your directors is able to be present, you will have to arrange for another director to have his signature verified at an oversea branch of the bank. However, please note that not all bank will have such option of signature verification at their oversea branch and such verification at oversea branch will generally have a lower approval rate.

For a merchant bank account which let your business accept credit and debit card payments into your checking account, and receive funds directly through your website, our nominee director will not be able to assist with any account opening application. This is because it will normally require the nominee director to sign, declare and provide certain guarantee before the account can be opened. As our nominee director will not be in an appropriate position to sign, declare and provide guarantee on behalf of the company, the nominee director will not assist with such account opening. Our nominee director will also not be able to assist in providing of any personal particulars and/or any other due diligence documents.

However, your business can consider applying for other payment gateway account (such as paypal, etc) which can be done without any involvement by our nominee director.

Our nominee director may consider, on a case-to-case, to assist clients with certain paypal account registration subject to 3E’s terms and conditions including but not limited to client successfully opening a bank account in Singapore.

Q11. Can the company register for any local facilities such as mobile phone packages, payment gateways, etc?

A11: Generally, we will not support any registration that requires involvement or declaration to be made by the nominee director. 

For payment gateway accounts, the company can consider applying for any account (such as paypal) which can be done without any involvement of our nominee director.

Our nominee director may consider, on a case-to-case, to assist clients with certain paypal account registration subject to 3E’s terms and conditions including but not limited to client successfully opening a corporate bank account in Singapore.  

For other registration such as mobile phone packages, the foreign directors can do so under their personal name instead of the company’s name. Registration under the company’s name is not allowed due to the high risk involved as well as the practicality of having one even though the foreign directors will not be based in Singapore.