Why do I need a Nominee Director?
The Singapore Companies Act requires all Singapore Private Limited Companies (PLCs) to have at least one director who is “ordinarily” resident in Singapore.
Generally, an individual is accepted as ordinarily resident in Singapore if the individual:
- Provides a local residential address;
- Is a Singapore Citizen, Singapore Permanent Resident, Entrepreneur Pass holder, Employment Pass holder or Dependant’s Pass holder; and
- Proves that he/she is long-staying (i.e. he/she can legally remain in Singapore for a long period).
*Please note that the above conditions are non-exhaustive as other factors may be taken into consideration.
If your company does not have a director who meets this requirement of the Singapore Companies Act, you can engage our Nominee Director Service. We will provide the local Nominee Director Service for your company, given the following conditions are met:
- The service is offered for statutory compliance only. The Nominee Director will not be involved in any financial or operational matters or management of the company.
- You must appoint one or more individuals (normally, company shareholders) to be the directors that are responsible for running the company operations.
- You must satisfy our initial and ongoing KYC requirements.
- The Nominee Director Indemnity Agreement is executed.
- You must subscribe to our annual secretarial service.
- You must subscribe to our accounting service.
- You must subscribe to our annual tax filing service.
- You must subscribe to our registered address service.
- You must subscribe to our payroll service for hiring employees in Singapore.
- You must redirect the Company’s bank statements to our Nominee Director’s office for monthly review.
- You are allowed to maintain only one Singapore Bank Account for the Company. The opening of a second bank account will be subject to our Nominee Director's approval, provided a valid reason is given.
- The opening of foreign bank accounts overseas is subject to Margin Wheeler’s approval
Responsibilities of Nominee Director
In the event that the foreign client is no longer reachable, the Nominee Director will be required to bear the company liquidation charges.
For Our Mutual Interests: Security Deposit Required
Note that a higher fee for both the service and the security deposit may apply if your company falls under any of the following categories:
- The annual turnover of the company is expected to exceed S$1 million. #
- The company has external debt.
- The company has hired local staff in Singapore. ##
# Additional security deposit of $10,000 is required. The Company will also need to register for GST if revenue is expected to be more than S$1 million.
## Additional security deposit of $2,000 per staff member is required. Please see FAQ for more information.
US Sanctioned Countries
Please be informed that we will not be able to act as your company Nominee Director should you be a citizen of, have connections with or be born in one ofthe countries under the US Sanctions list.
Should the aforementioned information be withheld and not disclosed to us, Margin Wheeler reserves the right to forfeit your deposit and strike off your company upon discovery of such information.
Frequently Asked Questions (FAQs)
No, the Nominee Director cannot manage your company.
As an exception, the Nominee Director can sign a contract or invoice if the document is deemed acceptable to us, for an additional fee.
Directors of the company are legally responsible and accountable for complying with the requirements of the Singapore Companies Act. Failure to adhere to the statutory compliance requirements is an offense and may result in fines or prosecution.
Yes, we do provide Nominee Director Service in Singapore. However, please note that our Nominee Director will not have any financial, management or operational interest in the company.
The Nominee Director’s main role is limited to satisfying the statutory requirement of having a local resident director for your Singapore company.
The service fee is entirely separate from the security deposit, and is collected in payment for our services of providing your company with a Nominee Director.
The security deposit should not be confused with the service fee or any other fee. The security deposit is your money that is temporarily held in our custody for the duration that you engage our Nominee Director Service.
The security deposit will immediately be refunded to you upon termination of our Nominee Director Service.
We understand that our competitors may not collect a security deposit, but it should be noted that these companies may outsource their Nominee Director services. In the long run, the risk may be higher (e.g. Nominee Director may stop providing service and is nowhere to be found).
At Margin Wheeler, we provide our own Nominee Directors, who are reputable and trustworthy professionals, to guarantee our customers’ safety. In the event that the foreign client is no longer reachable, the Nominee Director will be required to bear the company liquidation charges. In order to safeguard the Nominee Director’s interests should such a situation arise, we require that a security deposit be held with us for the duration that our Nominee Director Service is employed.
Besides, they have a relatively higher nominee director fee on top of other miscellaneous fees which will end up being considerably higher than the security deposit we are collecting.
The extra security deposit is required as there are additional responsibilities for the Nominee Director to bear when the Company is GST registered or hiring local employees.
GST registered businesses are required to pay the GST one month after the end of the accounting period covered by the return. If the tax is not paid or is paid late, penalties will be imposed.
Additionally, employers who do not pay, underpay or are late in contributing to their employees’ Central Provident Fund (CPF) accounts may face stiffer penalties, including being jailed.
The additional security deposit levies acts as a safeguard for the Nominee Director should such situations come to pass.
Yes, you can terminate the Nominee Director Service anytime by providing us with the details of an alternate local resident director.
We will do the necessary paperwork, file the change with the relevant authorities and promptly refund the security deposit.
Engage Our Service
Nominee Director Service starting from S$2,000/year, depending on industry and risk level.
A security deposit of S$2,000 is required - fully refundable upon termination of the service.
Lead Time For Service
Case-by-Case Basis - Every Nominee Director customer is different. Let's talk!
Compliance with Local Laws
Why do you need a Corporate Secretary?
Section 171 of the Singapore Companies Act, Chapter 50 requires ALL Singapore Companies to appoint a Singapore Company Secretary to handle on-going statutory compliance matters.