What is the role and scope of nominee resident director?

The Companies Act requires that every company registered in the city-state appoint at least one director who is ordinarily a resident in Singapore.

We can help you fulfil this requirement by appointing one of our team members to act as the nominee resident director for your company, on a short-term or annual basis.

In Singapore, a Nominee Director has the same obligations and responsibilities as those imposed on a regular director by the Companies Act and the common law.

Most of the company’s powers are vested in the board of directors, who control the company’s affairs and are answerable to the shareholders.

Directors are responsible for the statutory books and filings, accounting records and annual accounts, shareholders and directors meetings and importantly, all directors have a fiduciary duty towards the company.

Nominee Director Role at a Glance
Who is responsible for the management and operational running of the Company?	Client
Who shall be the bank signatory?	Client
Do the statutory obligations imposed on directors by the Companies Act apply to the Nominee Director?	Yes
Does the Nominee Director owe a fiduciary duty to the Company?	Yes
Who acts as the shareholder of the company? (If required, please refer to our Nominee Shareholder Services)	Client
Is this service for statutory compliance only?	Yes

In light of the fiduciary duties borne by a director, the provision of our Resident Nominee Director Service is subject to the following terms:

• The Service is offered for statutory compliance only. The Nominee Director will not be involved in any day-to-day management, financial, or operational matters of the company. This means that the Nominee Director will not execute documents on behalf of the Company nor will the Nominee Director sign any personal guarantee relating to the indebtedness of the company.
• You must appoint one or more other individuals (who can be foreign individual(s) including yourself) as the executive directors who will be responsible for running the company.
• In addition to our Nominee Director fee, you will be required to pay a refundable security deposit for the provision of our nominee director service. The security deposit is collected to safeguard the interests of Nominee Director.
• You can terminate our Services at any time and replace our Nominee Director with a suitable replacement. We will refund the security deposit after the change has been affected with Company Registrar.
• You must, at all times while using our services, ensure that the Company remains solvent and maintains all compliance. (Please refer to our other services offered to help ensure your company meets all compliance requirements.)

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