新加坡创业准证申请指南
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In a world where borders blur and innovation knows no zip code, Singapore has emerged as a launchpad for global entrepreneurs. If you’re building an…
如何为您的VIVOS新加坡公司委任名义董事：完整指南
Singapore’s reputation as one of the world’s most business-friendly economies continues to attract companies seeking strategic access to Asia’s dynamic markets. While the process of incorporation of company in Singapore is transparent and efficient, foreign-owned businesses must meet a key statutory requirement — the appointment of at least one locally resident director.
For companies without a trusted local partner in Singapore, or where appointing a local employee to board level is neither viable nor strategic, this requirement can pose a challenge. A nominee director arrangement offers an effective solution: providing the necessary legal presence without surrendering operational control. The nominee director Singapore acts as the local representative for regulatory purposes while the business retains full authority over strategic decision-making.
This guide offers a clear and practical framework for appointing a nominee director in Singapore — outlining eligibility criteria, legal protections, and best practices to support a secure, compliant, and efficient market entry.
Table Of Content
- What is a Nominee Director in Singapore?
- Why do you need a Nominee Director in Singapore?
- What are the eligibility criteria for appointing a Nominee Director?
- How to appoint a Nominee Director in Singapore?
- What are the Roles and Responsibilities of a Nominee Director in Singapore?
- Difference between a Regular Director and a Nominee Director in Singapore
- Risks of appointing a nominee director in Singapore
- Conclusion
What is a Nominee Director in Singapore?
A nominee director is a Singapore-resident individual appointed to fulfill the legal requirement that every Singapore private limited company must have at least one director who is “ordinarily resident” in the country.
Unlike a full-time executive or operational director, a nominee director doesn’t participate in the daily management or decision-making of your company. Their role is largely formal: to serve as the legal point of contact between your company and Singaporean authorities.
However, it’s important to understand that while their role is non-executive, nominee directors do carry legal responsibilities. They are accountable for ensuring that your company complies with local laws — making it vital to choose a trustworthy, professional partner when appointing one.
Why Do You Need a Nominee Director in Singapore?
If you are a non-resident, Singapore law prohibits you from incorporating a company without appointing a resident director. The nominee director solves this challenge, allowing you to register and operate your business legally even if you are based overseas.
But beyond simply satisfying a legal checkbox, the nominee director requirement serves a much deeper purpose:
Maintaining Accountability: Having a local representative ensures that there is always someone reachable and responsible for the company’s actions under Singaporean law.
Preventing Abuse: It deters bad actors from misusing Singapore’s globally trusted business environment to set up shell companies or engage in fraudulent activties.
Boosting Investor Confidence: Investors and venture capitalists feel more secure when they know companies have a local figure accountable for legal compliance.
In short, the nominee director rule strengthens Singapore’s reputation as a transparent, well-governed place to do business, and being part of this environment benefits you too.
What Are the Eligibility Criteria for Appointing a Nominee Director in Singapore?
Before appointing a nominee director, it is important to ensure the individual meets the legal requirements set out under Singapore law. These criteria uphold corporate governance standards and help companies maintain compliance with the Companies Act.
Here’s what you need to know:
1. Must Be a Singapore Citizen or Permanent Resident
A nominee director must either be a Singapore citizen or a permanent resident with a valid local residential address. This ensures that the director has strong ties to Singapore and can be held accountable for the company’s actions under local law. It also satisfies the statutory requirement that every company must have at least one locally resident director.
2. Must Be at Least 18 Years Old
The individual must be at least 18 years of age to legally qualify for a directorship position. This requirement helps ensure that all directors are capable of undertaking the legal and fiduciary responsibilities associated with the role.
3. Must Have a Clean Criminal Record and No Disqualifications
A nominee director must not have any criminal convictions and must not have been previously disqualified from acting as a director. This safeguards the company’s integrity and demonstrates that the appointed nominee can be trusted to meet the regulatory and ethical standards required of directors in Singapore.
How to Appoint a Nominee Director in Singapore?
Appointing a nominee director is a crucial step in establishing a compliant company in Singapore. When approached systematically, the process can be straightforward and secure.
Below is a step-by-step guide:
Step 1: Select a Reputable Corporate Services Provider
Choosing the right corporate services firm is critical to ensuring the nominee arrangement is legally compliant and professionally managed.
Key factors to consider include:
- Experience and Track Record: Select providers with a proven history of supporting foreign businesses entering Singapore.
- Transparency: Review contracts carefully to ensure the nominee’s role, responsibilities, and limitations are clearly defined.
- Commitment to Compliance: A reliable firm will prioritize proper legal protections, including confidentiality agreements and indemnities.
- Professional Standards: Confirm that nominee directors are experienced individuals who understand their fiduciary duties under Singapore law.
- Ongoing Support: Look for firms that offer continued assistance to help maintain regulatory compliance beyond the initial setup.
Taking time to assess your provider carefully helps lay a strong foundation for your company’s operations in Singapore.
Step 2: Formalize the Appointment Through a Nominee Director Agreement
A nominee director agreement is a legally binding document that clearly outlines:
- The nominee’s responsibilities and authority limits
- Indemnity provisions protecting the nominee from liabilities arising from decisions they are not involved in
- Confidentiality obligations regarding company affairs
- Terms for the termination of the appointment
A properly drafted agreement safeguards both parties and ensures the nominee’s role remains strictly non-executive and compliant.
Step 3: Execute Supporting Legal Documents
To strengthen the appointment framework, companies should also enter into:
- A Non-Disclosure Agreement (NDA): Protects sensitive business information from unauthorized disclosure.
- An Indemnity Agreement: Provides legal protection to the nominee director, covering actions taken in good faith and within the scope of their appointment.
These supporting documents help build mutual trust while ensuring regulatory requirements are fully met.
Step 4: Pay the Nominee Director Service Fee
Nominee director services typically involve an annual fee.
This fee generally covers:
- The nominee’s statutory responsibilities throughout the engagement
- Ongoing administrative support to meet filing and compliance obligations
- Monitoring of corporate governance requirements
Fee structures should be transparent, with all terms and obligations clearly communicated at the outset.
Step 5: Proceed with Company Incorporation
Once the nominee director is appointed and all legal documents are in place, the company can be incorporated through Singapore’s online registration platform, BizFile, operated by the Accounting and Corporate Regulatory Authority (ACRA).
The nominee director’s details are submitted as part of the incorporation process to meet the local resident director requirement.
After successful registration, the company is fully compliant and ready to begin operations in Singapore.
What are the Roles and Responsibilities of a Nominee Director in Singapore?
Even though a nominee director does not manage your business operations, they carry serious legal responsibilities under the Singapore Companies Act. These include:
Ensuring Compliance:
Filing annual returns with ACRA (Accounting and Corporate Regulatory Authority) on time and keeping company records updated.
Monitoring Tax Obligations:
Overseeing that tax filings (such as corporate taxes and GST) are submitted accurately and punctually.
Guarding Against Illegal Activity:
The nominee must stay vigilant against any activities that could expose the company and themselves to legal risks.
Importantly, if a company engages in non-compliant or illegal activities, authorities may hold the nominee director personally accountable.
This is why it is critical to appoint only experienced and reliable professionals who understand their responsibilities and your expectations.
What is the Difference between a Regular Director and a Nominee Director in Singapore?
While both regular directors and nominee directors are legally recognized under Singapore law, their roles, powers, and day-to-day responsibilities are very different.
Regular Director:
A regular director actively manages the company’s affairs. They participate in board meetings, make business decisions, oversee financial management, and guide the company’s strategic direction. They are deeply involved in the company’s operations and growth.
Nominee Director:
A nominee director, on the other hand, is appointed solely to fulfill the legal requirement for a resident director. They do not take part in management decisions or daily operations. Their role is limited to ensuring that the company complies with statutory obligations under Singapore law.
In short, a regular director is an active leader of the company, while a nominee director is a passive legal representative, ensuring your company meets local regulatory standards without interfering in your business activities.
What are the Risks of Appointing a Nominee Director in Singapore?
While appointing a nominee director is often necessary to meet Singapore’s legal requirements, it’s not a decision to be made lightly.
Choosing the wrong nominee director, or working with an inexperienced service provider, can expose your company to significant risks across several areas.
Let’s take a closer look at the potential risks involved:
1. Legal and Regulatory Risks
A nominee director carries legal responsibilities under the Singapore Companies Act.
If these obligations are ignored or mishandled, even unintentionally, it could lead to serious consequences, including regulatory fines, legal action, or even criminal liability for the company and its directors.
This is why working with a reputable partner who understands compliance requirements is critical to protecting your business from unnecessary legal exposure.
2. Financial Risks
A nominee director who neglects their duties can cause financial harm to your company.
For example, missing statutory filings, tax submissions, or compliance deadlines can trigger late penalties, additional taxes, or even business disruptions.
Clear agreements outlining the nominee’s responsibilities, and regular oversight by a trusted corporate services provider, are essential to minimizing these financial risks.
3. Reputational Risks
Your company’s reputation is one of its most valuable assets.
If a nominee director engages in unethical behavior, neglects compliance, or becomes associated with suspicious activities, it can severely damage your business’s credibility in Singapore and internationally.
Maintaining a professional image starts with selecting nominee directors who are vetted, responsible, and committed to upholding the highest standards.
Conclusion
Incorporating a business in Singapore requires more than just operational readiness — it demands a solid legal and compliance foundation from day one.
Appointing a nominee director is not simply a regulatory obligation; it is a strategic step in aligning your company with Singapore’s corporate governance standards and securing long-term success.
Foreign entrepreneurs in Singapore must approach this process with precision — from selecting qualified professionals to formalizing robust legal agreements. Done correctly, it allows businesses to navigate incorporation process confidently, maintain full control over operations, and position themselves for sustainable growth in Singapore’s highly competitive market.
Partnering with an experienced, compliance driven corporate service provider ensures that your nominee director arrangement supports—not hinders—your business ambitions.
A strong foundation today enables strategic expansion tomorrow.
Need a Nominee Director for Your Singapore Business?
Ensure full compliance with Singapore’s legal requirements while maintaining complete control of your company’s operations.
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常见
问题
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如果我任命一名提名董事，是否还需要在新加坡任命其他董事？
不，新加坡法律仅要求公司必须至少有一名本地常驻董事。但若您任命提名董事仅为满足居住要求，建议您任命自己或其他可信赖的个人担任执行董事。执行董事将负责监督公司的日常运营，这一职能通常不在提名董事的职责范围内。
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新加坡的提名董事名册是什么？
提名董事名册是每家在新加坡注册的公司必须备存的法定记录。该登记册列明所有提名董事，并详细记录其提名人的信息，包括全名、居住地址、国籍、身份详细信息、任命日期以及（如适用）终止任职日期。
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新加坡的提名董事名册是否公开可查？
不，该登记册是保密的。公司不得将其公开供公众查阅或披露其内容。任何未能妥善保管登记册或未经授权披露的行为，都可能导致公司及其高管面临最高5,000新加坡元的罚款。
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提名董事也可以成为公司的股东吗？
通常情况下，名义董事不在其受任公司持有股份。他们的主要作用是满足对本地居民董事的法定要求，并保持对公司事务的有限参与。
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为何建议提名董事不持有股份？
当提名董事不持有股份时，能最大程度降低利益冲突风险。若提名董事通过专业企业服务机构任命，这一点尤为重要。由于不持有所有权股份，提名董事采取与公司战略利益相冲突行为的可能性会更低。
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外国所有者能否持有新加坡公司100%的股份？
是的。新加坡允许外资完全持有公司股权，因此无需提名董事持有任何股份。外国投资者可以完全掌控公司的股权结构。
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如何在新加坡罢免提名董事？
与普通董事一样，提名董事的任命也并非永久性。
根据公司法和公司章程中的明确规定，在必要时罢免提名董事存在清晰的程序。
在新加坡，董事（包括提名董事）的罢免事宜受《公司法》管辖。
董事可在股东大会上通过普通决议予以罢免。
此外，公司内部章程可能对罢免程序规定具体步骤或额外要求。
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