Nominee Director Services
Do you plan to incorporate a company but have no local resident director to represent your Company? You may subscribe to our nominee director services to meet the requirements of the Companies Act. Appointing a nominee director entails costs and risks however, if you choose the right and trusted corporate service provider, you do not have to worry but focus on your business.
What is a nominee director?
As defined by the Act, “A director is a nominee if the director is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person. The obligation to act in accordance with the directions, instructions or wishes of any other person may arise from legal obligations (e.g. contract; trust) or informal arrangements.”
As an example, if a shareholder in a company appoints a person to the board of directors and the person acts in accordance with the directions, instructions, or wishes of the said shareholder, then the person is considered a nominee director.
When does your Company need a nominee director?
Generally, when you want to register a Company, you need at least one qualified person residing in Singapore to be appointed as a director. If you cannot find someone, you will need a nominee director to successfully register a Company.
In case a Company breach the law, the Singapore government needs someone who will take responsibility for the Company. This is to avoid foreign owners to escape from their liabilities or any legal problems brought against the Company, thus, a director residing in Singapore is needed.
Does the nominee director have the same duties as a director?
Yes. The law does not distinguish between an active, sleeping, or nominee director. A director, a nominee or not, can be held responsible for any offenses. What are the duties of a director?
What are the risks of hiring a nominee director?
A director, nominee or not, has the same duties and power over a Company. The business of a company is managed by, or under the direction or supervision of, the directors. They may exercise all the powers of a company except any power that the Companies Act or the Constitution of the company requires the company to exercise in a general meeting. Appointing a nominee director is like giving power to someone, who you may not even know, the control and direct your Company.
With the risks involved in appointing a nominee director, it is of great importance to appoint a trusted and reputable person to act as a nominee director. In cases of foreign individuals or entities, you may choose a corporate service provider to incorporate your company and along with it, subscribe to their nominee director services. To mitigate your risks, you may appoint one or more executive directors, not necessarily a resident of Singapore, to manage and operate your Company.
Accmaster as your trusted corporate service provider
Accmaster is a one-stop professional center that provides nominee director services.
Our nominee director service is mainly offered for statutory compliance only and we will not be involved in the management, financial and operational matters of the Company. We offer a long-term basis or until you find a suitable local resident director to represent your Company.
Our nominee directors are senior managers who are trustworthy, of high reputation and from our team of experienced people who are equipped with knowledge of statutory requirements of Singapore companies.
While appointing a nominee director comes with risks, the nominee director himself faces risks when he is being appointed. Singapore government will hold the nominee director responsible if the Company breach the law. To protect the interests of the nominee director, a security deposit is required as there are cases where the foreign clients become uncontactable. The security deposit will be used for closure/liquidation charges of the Company if foreign clients become uncontactable.
