Singapore Nominee Director

The Singapore Companies Act requires all Singapore Private Limited companies to have at least one individual director who has to be an ‘ordinarily’ resident of Singapore. A Singapore resident can be one of the following:

• Singapore Citizen
• Singapore Permanent Resident
• Singapore Employment Pass/EntrePass/Dependant Pass holder

If you do not have a local Singapore resident director to meet the requirement of the Singapore Companies Act, you can engage our Nominee Director Service. We will provide you with a local Nominee Director for your company provided the followings conditions are met:

• The service is offered for statutory compliance only. The Nominee Director will not be involved in any management, financial, or operational matters of the company.
• You must appoint one or more individuals (normally the company shareholders) to be the directors that are responsible for running the company operations.
• You must satisfy our initial and ongoing KYC requirements.
• Execute our Nominee Director Indemnity Agreement.

We will also require a refundable security deposit for the provision of the Nominee Director Service. The service can be terminated any time at your convenience. You, however, must appoint a new Singapore resident director to meet the statutory requirement.

Note: Security Deposit is in addition to the Service Fees. The security deposit is refundable and it is held for the duration of the service. It will be refunded to you upon termination of the Nominee Director Service.

Related Topics

Singapore Company Registration Requirements

The most common type of company to be incorporated in Singapore is the Private Limited Company. It is a type of private company limited by shares and registered with Accounting & Corporate Regulatory Authority (ACRA) under the Singapore Companies Act. A Singapore Private Limited Company has a separate legal entity from its shareholders, and therefore they are not liable for the debts and losses of the company.

Corporate Taxation

New start-up companies pay Zero tax on the first S$100,000 of chargeable income for the first three consecutive years. A further 50% exemption is given on the next S$200,000 of the chargeable income. For more details, refer to Singapore Corporate Tax

Setup Requirements for Singapore Company Registration

• Minimum 1 Shareholder + 1 Resident Director + 1 Company Secretary
• Minimum initial paid-up share capital is S$1
• Singapore Company must have a Singapore registered office address

What you need to know before Incorporation

Company Name: The company name must be approved by ACRA before the Singapore Company can be incorporated. ACRA will reject a proposed company name for the purpose of incorporation if:

• It is identical to another existing Company Name
• It is undesirable
• Names or trademark which are similar to established names such as Coca Cola and Temasek

Shareholders: A minimum of at least one corporate or individual shareholding is required. A director and shareholder can be the same or different person. 100% local or foreign shareholding is allowed. Singapore Companies Act allows a minimum of one and a maximum of 50 shareholders for a Singapore Private Limited Company. Details of shareholders will appear on public records.

Resident Directors: Singapore Private Limited Company must have at least one director who must be an "ordinarily" resident in Singapore, which means a Singapore citizen, a Singapore permanent resident or a person who holds an Employment Pass/Entrepass or a Dependants' Pass.

There is no limit on the number of additional local or foreign directors a Singapore Private Limited Company can appoint. The director must be at least 18 years of age, and must not be bankrupt or convicted for any criminal malpractice in the past. Information of the directors will appear on public records. Directors can also be shareholders or vice versa.

Company Secretary: The company secretary must be a natural person who is an "ordinarily" resident in Singapore. Singapore Companies Act requires companies to each appoint a company secretary within six month of incorporation.

Share Capital/Paid-up Capital: The minimum paid-up capital for registration of a Singapore company is S$1 or its equivalent in any currencies. The minimum issued capital is one share of par value. "Bearer" shares or "No par value" shares are not permitted.The Share or paid-up capital can be increased anytime after incorporation of the company.

Registered Address: Every company registered in Singapore is required to have a registered office address. The registered address must be a physical address and cannot be a PO Box. Use of residential address is allowed for certain types of business.

Memorandum and Articles of Association: Memorandum and Articles of Association must be lodged with ACRA. Memorandum specifies the activities in which the company may engage whereas the Articles of Association specifies the rules governing the internal management of the company.

For foreigners setting up a company - what you need to know

Engage a Professional Firm: Foreign corporations and individuals must engage a professional firm that speciallizes in company incorporation in Singapore to set up a company.

Work Visa for Foreign Individuals: Foreign individuals who wish to relocate to run their new Singapore Company operations have two types of work pass to choose from. For more details, please refer to Work Pass Comparison Chart.

Work Visa for Foreign Corporation Management Staff: Foreign Corporation that plans to relocate their management staff to Singapore to run their new Singapore company setup must apply for Employment Pass. For more details, please refer to Employment Pass.

Foreign Individuals/Corporation Not Relocating to Singapore: Foreign Individuals and corporations that do not intend to relocate to Singapore to operate the company must appoint a Singapore resident director in accordance with the Singapore Companies Act.

Opening of a Corporate Bank Account

Once the company has been incorporated, you may open a corporate bank account with any of the local or international banks based in Singapore, and in some cases, overseas.

If you are unable to come to Singapore, you may choose a bank that allows opening of a corporate bank account without your presence. Standard Chartered Bank and HSBC are two of the international banks that allow you to open a bank account without you coming to Singapore.

Post Incorporation - What you need to know

Licenses and Permits: Some business activities in Singapore are subject to regulation by government authorities. Even if your business firm has been registered you cannot begin operation unless you have the necessary approval or license from the relevant government authorities.

Private schools, video companies, travel agencies, liquor distributors, moneylenders, banks, Financial advisers, childcare centres and importers, wholesales and retailers of liquor licenses are some examples of business that need permits to operate. For more details, refer to Singapore Corporate Tax.

Registered Office Hours: You must have a registered office address and the office must be open to public for minimum of three hours per day during normal business hours on weekdays.

Registration Number: Business registration number issued by ACRA must be on all letterheads, invoices, billings or other documents used for official business communications.

Custom Registration: If your business activities involve import, export and transhipment in and out of Singapore, you will need to register your company with the Singapore Customs and obtain a CR Number or commonly known as Custom Registration. The central registration number is mandatory for Singapore companies or organizations engaged in trading activities.

Singapore Goods and Services Tax Registration: Goods and Services Tax (GST) is a tax on the supply of goods and services in Singapore and on the import of goods into Singapore. Goods exported from Singapore and international services provided from Singapore are exempt from GST. The current rate is 7%.

All Singapore business must register for GST if their annual taxable revenue is more than S$1 million, or currently making taxable supplies and the annual taxable revenue is expected to be more than S$1 million. The business is expected to register for GST within thirty days from the time it is deemed liable.

You may also choose to register for GST voluntarily. Approval for voluntary registration is at the discretion of the Comptroller in IRAS. Once approval is given, you must remain registered for at least two years.

Registration of Singapore Central Provident (CPF): The Central Provident Fund or CPF is a compulsory pension fund scheme in which the employer and employee contribute a percentage of the monthly salary to the fund. CPF contribution by the employer is mandatory for all local employees who are Singapore citizens or permanent residents earning more than S$50 a month. The maximum CPF contribution rate for employer and employee is 14.5% and 20% respectively and can be lower depending on certain factors such as employee age, permanent resident status, etc. CPF contribution for foreign employees is not required.

Ongoing Singapore Company Statutory Compliance Considerations

Once your Singapore Company is incorporated, you must comply with the statutory requirements set by Accounting and Corporate Regulatory Authority (ACRA) and Inland Revenue Authority of Singapore (IRAS). For more details, refer to Annual Filing Requirements for a Singapore company.

Documents Checklist

Required Registration Documents

1. Copy of NRIC/FIN/Passport personal page of Directors/Shareholders
2. Completed/signed KYC Form
3. Bank Reference Letter
4. Proof of Address (e.g. bank statement, utility bill not older than 3 months)

1. Copy of the Certificate of Incorporation of the holding company
2. Copy of business profile "Extract" of the holding company
3. Copy of passport personal page of Parent Company's representative who will be signing the incorporation documents