Nominee Director in Singapore

When navigating Singapore’s corporate landscape, you may have stumbled across the term Nominee Directors. If you are wondering, ‘what is a nominee director?’ Read on to find out more as we share about the role of a nominee director, and their relevance in the business world of Singapore. 

 

To incorporate a company in Singapore, you’ll need to appoint the following personnel: 

  • A minimum of 1 local director 

  • A minimum of 1 shareholder – shareholder can be individuals or corporate entities, local or foreigner

  • A qualified company secretary 

What is a nominee director?

A nominee director is an individual appointed to a company’s board of directors by a stakeholder of the company to represent their interests. The nominee director typically takes on a passive role, and may not be actively involved in the day-to-day operations of the company, as they are mostly appointed to act as a legal placeholder or a representative on behalf of another.

Individuals who wish to maintain anonymity in their involvement with the company may appoint a nominee director to represent their interest on behalf of themselves.

As mentioned above, it is a requirement to appoint a minimum of 1 local director when incorporating a company. 100% foreign-owned companies may appoint a nominee director to comply with legal regulations.

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Roles and responsibilities of a nominee director

Although a nominee director is known to be a representative and passive role, it is important to understand the responsibilities of a nominee director to ensure compliance of the company and maintaining the legitimacy of their role. (Do note that their specific responsibilities are defined between the nominee director and the appointing individual.)

Despite taking on a representative role, nominee directors are responsible for providing the company with a local presence and ensuring that the company operates in compliance with Singapore’s regulations. This may include authorising and signing necessary legal documents on behalf of the company, overseeing financial matters and interface with regulatory authorities regarding compliance obligations.

If a nominee director is appointed to keep the identity of the appointing party anonymous, they have the responsibility to maintain the confidentiality and privacy of the appointor. They are also responsible for fulfilling fiduciary duties by acting in the best interest of the company and attending board meetings as required and contributing to procedural discussions.

Challenges and Concerns Associated with Nominee Directorship

When it comes to compliance regulations, both nominee directors and directors bear equal responsibility for addressing the challenges and concerns that come with their roles. The main difference between the two is the diminished control and decision-making authority associated with a nominee director as compared to a director.

 

In recent years, numerous articles have emerged to highlight a huge concern associated with being a nominee director – being held accountable for the fraudulent/illegal actions of the company. Despite being a nominee director, a breach of the above mentioned responsibilities may lead these individuals to suffer the legal consequences on behalf of the company.

Conclusion

 

Thus, prior to agreeing to be a nominee director, it is very important to understand the roles, responsibilities and concerns that come with being a nominee director. An important measure to safeguard oneself is to do proper and extensive due diligence before agreeing to be a nominee director for a company.