For setting up a business in Singapore, foreigner entrepreneurs must appoint resident directors in his company. Recruiting a local nominee is a resolution to this issue. After hiring a Singapore nominee director, the business owner can also become a director or appoint another executive from abroad.
The Singapore Companies Act makes it essential for every company incorporated in Singapore to appoint a minimum of one resident director, also known as ‘Nominee Director Singapore’. The Part IXA of Singapore’s Companies Act makes it legal to hire a nominee. This condition prevents unlawful elements from using the country as a base for illegal activities.
A nominee director has no involvement in the company’s decision-making processes. Apart from this, a nominee director does not attend office, is not part of any discussion and has no role to play in internal meetings. The operational directors manage the company, whereas the nominee is only there to meet the company’s legal requirement of having a local director.
However, the liabilities of nominees are not as limited as their authority and they can be prosecuted for the company’s breaches of the law that concerns them. Let us get more clarity about company registration in Singapore with a nominee director.
As specified by the Singapore Commercial Law, foreign investors registering companies here must appoint a resident company secretary, as well as a resident director. The director should be a Singapore national or can also have a residence or permanent employment pass.
The nominee director may be seen as a non-executive director or a person operating in place of a person or an enterprise. The provisions of this legislation permit foreign investors launching their companies in Singapore to hire nominee directors.
Generally, the nominee director is responsible to fulfil all the requirements listed in the Singapore Companies Act. The director must know the legal requirements, as he or she will be responsible for them. Above all, the individual will be the company’s non-executive director on its board of directors.
Taking this into account, the nominee director is not supposed to handle other matters of the company including business functions, finances and management. In the capacity of a trustee, the nominee director is required to complete certain tasks such as examination and evaluation of the financial and bank statements of the company.
As stated earlier, nominee directors have no participation in the activities of the company. The present nominee director, if not found competent, can be terminated but only after a qualified nominee director is available. This calls for investigating the profile of the prospective nominee director to ensure that he is of befitting mental capability and is not a bankrupt who has not restored rights.
A nominee director can also be hired on a temporary or an annual renewal basis, subject to a situation. Once a valid pass is issued, the owner can also take up the position of the company’s local director and end the nominee director services.
Privacy is the biggest benefit of hiring a nominee director since all the company directors must have their names registered in the Singapore Accounting and Corporate Regulatory Authority’s records. These names are also open to the public.
Foreign investors wanting to manage their Singapore companies from another country can do so with the help of the services of a specialized firm providing nominee director services. Also, the nominee director can open the company’s bank account and register for taxation, or get the necessary licenses to function and thus help the owner to save time and money.
The shareholder can be a corporate entity or an individual. All the shareholders can either be local or foreigners. The same person can be the director as well as the shareholder, or they can also be different individuals.
To register a Singapore company, the least paid-up capital is S$1.
The address must be a physical Singapore address. (PO Box is not permitted.)
According to the Companies Act there must be one Company secretary who is a natural person and a normal Singapore resident.
A company must hire an auditor in less than three months after it has been incorporated, except if it is relieved from audit requirements under the Companies Act. Only small private companies and dormant companies are not liable for audit.
A nominee director is one who plays the role of a non-executive director on the board of directors of a firm, in favor of another individual or firm such as a bank, investor, or lender. Usually, the nominee director does not have to be a shareholder. However, if the rulings of a company enforce share eligibility, then he or she must comply with it for the given period.
The nominee director does not participate in the managerial, financial, or business activities of the company. To run the company, one or more individuals (usually the company shareholders) must be appointed as the company directors.
Fill up the incorporation form at the Business Filing Portal of ACRA
1. Foreign Corporate Company Certificate and
2. Special Director Resolution to turn into newly incorporated company subsidiary’s shareholder
1. Copy of residential address proof such as the last utility bill, home phone bill, tax bill, or cable TV bill
2. Copy of passport
1. Copy of passport (if the person is not a Singapore citizen)
2. Copy of Singapore IC and
Note: All documents must be in English or officially translated into English. All copies of documents must be true copies, attested by a notary public.
After incorporation of the company, the next important thing is to open a corporate bank account at any local and international banks in Singapore.
· Attested True Copies of Passport (or Singapore IC) and Residential Address Proof of Directors, Signatories and Final Beneficiary Owners. If the business owner is in Singapore, he/she may carry the originals to the bank and they will make the copies.
· Attested True Copy of Company’s Memorandum and Articles of Association (M&AA)
· Attested True Copy of Company’s Business Profile from Company Registrar (Bizfile)
· Finalised Corporate Account Opening Forms
· Board of Directors Resolution sanctioning the opening of the account and the co-signers to the account
· Once a business is established in Singapore and the owner does not move to Singapore immediately, we can help with the opening steps if the company has no staff in Singapore.
For a foreign entrepreneur keen on starting a new company in Singapore, it is mandatory to appoint a Singapore nominee director and a local company secretary for fulfilling basic conditions of Singapore company incorporation.
Foreign nationals may not easily find a suitable and dependable local nominee person, safe enough for sharing the confidential details of their company. This is where you may contact us for professional Singapore nominee services, you can put your trust in.
The Singapore Registry of Ships makes it easy and fast for you to register your ship in Singapore. Once all relevant documents have been submitted, ship registration will be completed within two hours, and there will be various benefits if registered as a Singapore ship. Relevant Act ∙ Regulation - Merchant Shipping Act - Merchant Shipping (Registration of Ships) 1996 Procedure for ship registration Step 1. Check eligibility for ship registration in Singapore Step 2. Prepare application form - Approval for vessel's name - Apply for vessel’s official number and call sign / signal letters Step 3. Submit the relevant documents for provisional or permanent registration Step 4. Pay the initial registration fee and annual tonnage tax Step 5. Vessel Registered Prerequisites for registration Owner Only the following persons may be registered as owners of Singapore vessels: 1. Citizens / Permanent Residents (PRs) of Singapore 2. Companies incorporated in Singapore A vessel may be registered under the ownership of a foreign, or a locally owned, Singapore incorporated company 1) A foreign owned company is a company incorporated in Singapore in which more than 50% of its equity is owned by non-citizens of Singapore 2) A local owned company is a company incorporated in Singapore in which more than 50% of its equity is owned by citizens of Singapore, or by another local owned company Vessel Generally, ships less than 17 years would be considered for registration Provisional registration The Provisional Certificate is valid for a maximum period of one year with no possibility of extension. The vessel must be transferred to the permanent register before the end of this period. Documents to be submitted for Provisional Registration: - Application Form - Business Profile reported to Accounting and Corporate Regulatory Authority (ACRA) Appointment of A Manager Owners must appoint a manager whose residence is in Singapore. All communications relating to the vessel will be directed to the manager. The manager will be responsible for the operations of the vessel for all matters related to the crew, safety and prevention of pollution. ∙ An individual owner may appoint himself as the manager. ∙ A corporate owner may appoint a person in the company to be the vessel’s manager. ∙ If a company is appointed as the vessel’s manager instead, the name of the person in the company with the ultimate responsibility for the vessel and his status in the company must be clearly indicated. If there is any change in the manager, the owner must complete a new appointment of manager form and submit it to the Registrar within 7 days of the change. Evidence of Ownership - (New vessel) A copy of the Builder’s Certificate - (Existing vessel) A copy of the Bill of Sale or the transcript of its former registry, or any other similar document that can demonstrate its ownership Value of the Vessel The owner must declare the value of the vessel in Singapore dollars under the company’s letterhead if this is not already reflected in the other documents submitted (i.e. Bill of Sale). Tonnage Certificate All vessels must have their tonnages determined in accordance with the provisions of the Merchant Shipping (Tonnage) Regulations (which gives effect to the International Convention on Tonnage Measurement of Ships, 1969 (TM 69)). A tonnage certificate may be issued by the MPA’s Shipping Division or any of the classification societies authorized by the MPA (Maritime and Port Authority of Singapore) to do so. Class Certificate Class certificate may be accepted as evidence of seaworthiness. - (New vessel) Interim class certificate or Statement of entry - (Existing vessel) Statement of class maintained Tax benefits of SRS (Singapore Registry of Ships) To encourage companies to develop businesses in Singapore, ship registry offers benefits to Singapore-registered vessels. Withholding Tax (WHT) Exemption To further promote the growth of the maritime sector, qualifying shipping enterprises will enjoy automatic WHT exemption on interest and related payments made in respect of arrangements obtained to finance the purchase or construction of vessels, or the purchase of containers and intermodal equipment. Tax exemption Profits derived from the operation of a Singapore vessel are exempt from Singapore income tax. Singapore shipping industry Singapore registry of ships Source: MPA (Maritime and Port Authority of Singapore) BY NUMBER BY '000 GT 2008 3,843 43,702 2009 3,950 45,632 2010 3,978 48,783 2011 4,111 57,360 2012 4,232 65,018 2013 4,379 73,615 2014 4,595 82,249 2015 4,739 86,300 2016 4,717 88,023 2017 4,578 88,808 2018 4,456 90,944 2019 Jan 4,468 92,133 Feb 4,469 92,486 Mar 4,472 93,075 Apr 4,471 93,926 May 4,465 95,411 Jun 4,460 95,808 Jul 4,461 96,234 Aug 4,447 96,116 Sep 4,446 96,885 Oct 4,463 97,736 Vessel Arrivals Source: MPA (Maritime and Port Authority of Singapore) BY NUMBER BY '000 GT 2008 131,695 1,621,065 2009 130,575 1,784,669 2010 127,299 1,919,408 2011 127,998 2,120,282 2012 130,422 2,254,353 2013 139,417 2,326,121 2014 134,883 2,371,107 2015 132,922 2,504,155 2016 138,998 2,662,695 2017 145,147 2,799,585 2018 140,768 2,791,966 2019 Jan 11,678 248,250 Feb 10,275 214,560 Mar 11,509 229,405 Apr 11,243 226,032 May 11,697 235,454 Jun 11,138 227,457 Jul 11,554 238,851 Aug 11,739 236,774 Sep 11,547 244,462 Oct 12,026 250,282 ▶ The largest container ports worldwide in 2018, based on throughput (in million TEUs) Largest container ports worldwide - by volume of cargo handled 2018 The port of Shanghai was the largest container port in 2018, handling containers with a capacity of 42 million Twenty-foot Equivalent Units (TEU). In 2018, nine out of the ten busiest container ports were located in Asia. The world's largest container ports The busiest container ports in Asia include Shanghai, Singapore, and Hong Kong. In the United States, the neighboring ports of Los Angeles and Long Beach form the largest container hub in the country. The cities of Rotterdam, Hamburg, and Antwerp are home to the largest ports in Europe. The world's largest container terminals Singapore’s PSA International is ranked among the world’s leading marine terminal operators, followed by Hutchison Port Holdings, which is headquartered in the British Virgin Islands. PSA International operates several ports around the world, generating about four billion Singapore dollars in revenue in 2018. If you have any questions about Singapore company incorporation and investment, please contact us via Contact Us page. We will provide you with a variety of solutions for efficient business operations as well as practical advice on legal requirements.read more
The Employment Pass (EP) is a work permit scheme aimed at skilled overseas employees with professional expertise, managers, and company directors who want to work and live in Singapore. This article spreads out specific information on the EP, including the overall perspective, criteria to apply for employment pass and registering a company and applying for an employment pass. Employment Pass – The Overall Perspective The Employment Pass (EP) is meant for expats who work as officers, managers and qualified experts in Singapore. First-ever applicants may get an EP for the first two years, following which it can get a renewal for a maximum of three years at one go. The EP is assigned to persons having employment offers, inclusive of a monthly salary of at least SG$3,600 (US$2.629). Aspirants with higher experience are offered more salaries so that they are eligible for this work visa. Nominees that have been offered a salary of SG$6,000 (US$4,383) or more per month, qualify to apply for a dependent’s pass for their legitimate spouse and unmarried children below the age of 21 years to be with them in Singapore. Applicants keen on bringing their parents, common-law spouse, or stepchildren should file an application for the Long Term Visit Pass (LTVP).The requirements are similar to those for dependent’s pass, nevertheless, only those with a minimum fixed monthly salary of S$12,000 (US$8,768) are eligible to get their parents into the country. No foreign employee tax or quota is allowed for this particular work permit. Additionally, it takes a maximum of 5 weeks to process EP applications. This process takes three weeks if done online. Conditions to Apply for Employment Pass Employment Pass in Singapore - Eligible or Not You qualify to file an application for an Employment Pass for Singapore, provided you fulfil all the conditions given below: You will work as a manager, an executive or a professional. You will fulfil the least Employment Pass salary conditions: If your work experience is less or you are a fresh graduate, your salary must be at least S$3,600. If you are older and more experienced, the EP lowest monthly salary benchmark will be higher. It is compulsory to be sufficiently qualified, such as having a university diploma, special competencies, or specialized skills. The Ministry of Manpower takes a call on whether an applicant fulfils the conditions of a Singapore Employment Pass. There are no approved institutes where you can take up work. Rather, the MOM considers other standards to determine your eligibility to get the EP, for instance, your employer’s ratings and labor standards, or your own requisite skills. If you are considering applying for the EP, you may undertake an assessment test the Self-Assessment Tool (SAT) on MOM’s website for determining whether you qualify or not. Fill in your details, your employment track record, education, and your prospective salary. The tool will let you know if you fulfil the requirements for the Employment Pass or any other pass. Documents Required for the Employment Pass While applying for a Singapore Employment Pass, the following supporting documents are a must: Filled Application Form for Employment Pass that can be downloaded from the MOM’s website. It must have yours (the foreign employee) and your employer’s (or an authorized person from the company) signatures. It must have the hiring company’s stamp. Photocopy of your passport’s personal information page and the issue/expiry date. Your academic certifications, like diplomas and degree qualifications. Corroboration for your academic certifications and paperwork, available at Dataflow or other worldwide verification authorities. At times, a notary certificate is not sufficient. If you are a Chinese citizen, a verification from China Higher Education Student Information and Career Center or China Academic Degrees & Graduate Education Information will suffice. The latest resume. Fresh passport-size photograph, according to the Singapore photo criterion. Copy of your prospective employer’s business profile. A narrative of your job responsibilities/duties. Letter of Support or Registration from a Registration Agency, Professional Body, or Accreditation Agency. On the basis of occupation, these letters of support can be availed from the following professional associations: Singapore Medical Council (Doctors) Singapore Dental Council (Dentists) Allied Health Professions Council (Diagnostic radiographers, Occupational therapists, Physiotherapists, Radiation therapists, Speech therapist) Singapore Nursing Board (Nurses) Singapore Pharmacy Council (Pharmacists) Traditional Chinese Medicine Practitioners Board (TCM Practitioners) Legal Services Regulatory Authority (Lawyers) Sport Singapore (Football player or coach) For the staff members of an eatery setup: A copy of the license from the Singapore Food Agency (SFA). Additional Documents Required In addition to the already mentioned documents, when you apply to get your Employment Pass issued, you will need to present: Your passport details. Details about your Short-Term Visit Pass or immigration pass. Your address of residence in Singapore. Your Embarkation/Disembarkation Card. If required: A medical examination form or a health declaration form. (As mentioned in the IPA letter, you will require a medical checkup. This must be done in Singapore.) Your IPA letter. Remember that those who process your application have the right to ask for further papers after they have the application. Documents in a language other than English are required to be translated into English. A scheme for registering a company and applying for employment pass Company Establishment + Employment Pass Application Service In the case of foreigner business professional inclined to start a company and move to Singapore to manage its operations, the following criteria need to be met: 1. Incorporation of a Singapore company 2. Acquiring a Singapore Employment Pass work visa Singapore Company Setup Requirements · A local registered office address · 1 resident director · At least 1 shareholder · 1 company secretary · A paid-up capital of at least S$1 In the case of foreigner business professional inclined to start a company and move to Singapore to manage its operations, the following criteria need to be met: 1. Pearson & Partners can help you set up your Singapore company and we can help you hire a resident nominee director as a provisional solution, till you get your Employment Pass 2. Submit your Employment Pass application 3. Transfer the directorship after receiving your Employment Pass 4. Move to Singapore and initiate your business Conclusion So essentially, the Employment Pass (EP) is a primary form of work visa that the Singapore government has for qualified professionals, executives, managers, owners and directors keen on taking up specialty positions in Singapore. We are a registered filing agent who provides custom-build solutions to new businesses in Singapore. If you are employing foreign workers and if you have questions regarding Singapore work visa, contact us for further info. We can help you with all company registration issues, in addition to applying for a work pass without you being physically present in Singapore.read more