Learn

So What Exactly is A Nominee Director? When Do You Need One?

Incorporating a private limited company in Singapore is actually fast and easy; even for foreigners. The only important requirement is that the company MUST have at least one Singapore-resident director.

What is a Nominee Director?

Well the gist of it is that it is a Director that has a residential address in Singapore. What if you do not know anyone who is a Singapore-resident and willing to be a director of your company? In this case, you can always appoint a ‘nominee director’.

So what sets a nominee director apart from a regular director?

Well, a nominee director doesn’t have to have an executive management role in a company, but basically would be the “go-to” and local contact person for the company’s actions in accordance with Singapore law. 

Most professional accounting and legal firms provide nominee-director services and typically these firms are one-stop firms providing corporate secretarial services, accounting and audit services, taxation and management solutions.

We wouldn’t want to throw the word ‘fall guy’ too lightly, but a nominee director is just the person who will satisfy the requirements of the Company’s Act. So the first step in picking the right person for the job , is to make sure that it is someone who understands the role of a nominee director and the responsibilities involved.It can’t just be any uncle on the street, or should it be a willy nilly decision. 

There are many risks and responsibilities on both parties. It is therefore highly advisable that you hire a nominee director from a firm via a services agreement. The services agreement for a nominee director prohibits the nominee director from participating in the management of the company nor have any ownership shares in the company.

Of course, in the eyes of the law, there is no difference between a nominee director and any other director.  All company directors owe a fiduciary duty to the company in ensuring that they are making the best decisions for the company, and that goes the same for nominee directors. 

This basically means that as a nominee director, all debts and liabilities are guaranteed by you, all contracts require your signature, and you are generally in charge of the management company. 

Essentially, if you know someone who is experienced in business, who is willing to care and keep your company in line, able to do all the necessary due diligence by law, then you will have definitely found the right nominee director for your new company.

Final word of advice, if you are considering to be a nominee director, do a KYC or “know-your-client” on the company. Just to be safe.

If you are keen to start a company in Singapore and you are looking to nominate a Resident Director, feel free to reach out to us at Crystal Clear for our Directorship services from an actual qualified list of Nominee Directors.