Asia Corporate Advisory

Incorporation | Foreigner Investor | Nominee director

Singapore Company Incorporation & Nominee Director

You are at: Incorporation | Foreign Investor | Company & Nominee Director

 

Overview. Package. Process. FAQs.

 

a private limited company

Is a separate legal status from its shareholders and directors. It is the most popular business entity in Singapore as the owners or shareholders of the company have limited liabilities for the debts and losses of the company. This is unlike business entities such as a Sole Proprietorship and Partnership where owner or partners are personally liable for all liabilities of the entity.

our nominee director (nd)

Is a Singapore citizen or Singapore permanent resident who will be appointed to be the director of your company to satisfy the statutory requirement of having at least one (1) Singapore resident director. Our nominee director does not hold any shareholding in the company and does not get involved in the company operations or banking matters. The company needs to hire an executive director to manage the company on a day to day basis for the operations and banking matters. The ND arrangement is normally provided on an annual basis and is subject to the satisfactory of our due diligence. Please refer to the FAQ below for more details on the role and scope of ND.


package

1. Company Incorporation:

  • Company name check and reservation

  • Company registration fees

  • Company constitution or memorandum and articles of the company

  • Electronic certificate of incorporation

  • Compliance corporate kit - company registers, share certificates, and minutes book

  • Minute and resolution for first board meeting

  • Minute and resolution for first bank opening

  • Company rubber stamp

  • Company common seal

2. Company Secretarial Services:

  • Provision of a senior ACA partner as the professional company secretary

  • Provision of company secretarial services to ensure compliance with Singapore Companies Act

  • Safekeeping, updating, and maintaining registers, minutes book, and other statutory records of the company

  • Maintenance of the registers of controllers

3. Company Registered Address (RA) for 12 months

  • Listing our address as your company’s registered address with ACRA

  • Receiving official and authorities notices and letters

4. Nominee Director:

  • Provision of a nominee director to the company for 12 months to comply with statutory requirements


PROCESS

Step 1: Submit the details below

Let us know that you wish to proceed forward with us by completing the form below and clicking on "Submit" button. Upon receipt of your request, our service partner will follow-up with you to clarify any questions you might have and to advice you of the next steps.


Step 2: Collate your documents

We will check the availability of the proposed company name. We will also send you the relevant forms for you to furnish the required details. Supporting documents will be required to facilitate the due diligence work and preparation of the incorporation documents accordingly.


Step 3: Make payment

Upon receipt of the completed registration details form and after our due diligence clearance, we will send you an invoice for our services. We will proceed to incorporate the company with ACRA once we received your payment for our services. We accept bank transfer and local cheque.


Step 4: Incorporate Company

Upon the signing of the incorporation documents, we will proceed to register the company with Accounting and Corporate Regulatory Authority of Singapore (ACRA). Once the company has been incorporated, you may proceed to open a corporate bank account.


FAQ - COMpany incorporation

1. What are the documents and information required for incorporation of a company?

  • For each Singapore resident individual shareholder and director:

    • Copy of Singapore IC; or

    • Copy of passport if the individual is not a citizen of Singapore

  • For each non-resident individual shareholder and director:

    • Copy of passport; and

    • Copy of residential address proof such as a recent utility bill, residential phone bill, tax bill, or cable TV bill

  • For each corporate shareholder:

    • Copy of the certificate of registration; and

    • Current extract of company particulars from Registrar of Companies; and

    • Copy of the constitution of the company; and

    • A board resolution approving the incorporation of the Singapore company and the proposed shareholding

    • Company group structure, where applicable

NOTE:

  • All documents above must be in English or officially translated in English

  • All copies of documents must be certified true copies by a notary public if any of the directors or shareholders (individual or corporate) is a non-resident of Singapore (ie. foreigner)

  • If you are overseas, you can email us the scanned copies of documents so we can proceed with preparing the necessary incorporation documents.

  • Our compliance department may ask for additional information if necessary

2. What are the key requirements to register a company in Singapore?

  • At least one shareholder (individual or corporate entity). A foreigner is allowed to own 100% shareholding in a Singapore Company

  • At least one director must be a local resident of Singapore (Singapore Citizen or Singapore Permanent Resident)

  • One company secretary residing locally in Singapore. He/ she must not be the sole director of the company

  • Initial paid-up share capital of at least S$1

  • A physical Singapore office address

3. How long does it take to incorporate a Singapore company?

  • The actual incorporation of a company can be accomplished within a day after our due diligence clearance. However, the overall process can take anywhere from one day to few weeks depending on the furnishing of the incorporation documents required and of the approval from ACRA


FAQ -Nominee director

1. What are the statutory requirements for Singapore company with regards to company directors?

  • A Singapore company is required to have at least one local resident director. In order to qualify as locally resident, the person must be:

    Singapore citizen; or Singapore permanent resident; or Employment Pass holder (the Employment Pass should be from the same company for which he/she wants to act as a director)

  • A director must be a natural person and above 18 years old and is not an undischarged bankrupt individual

  • Corporate directors are not permitted.

2. If I am not relocating to Singapore, must I engage your nominee director service for the company?

  • If you have a local partner or know a trustworthy person in Singapore who is willing to act as the local resident director, you can approach and appoint them as the resident director and is not required to engage us for the nominee director

3. What is the role and scope of the nominee director?

  • In Singapore, a Local Director has the same responsibilities as any other director. Therefore providing a local resident director for your company imposes certain responsibilities on you as well as us and we would like to highlight the terms of our local resident director service as below:

    • The service is offered for to comply with statutory requirements only. The local resident director will not be involved in any management, financial, or operational matters 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 local resident director fee, we also collect a refundable security deposit for the provision of our local resident director service. The security deposit is collected to safeguard the interests of local resident director. The refundable deposit will be refunded to you once our service is ceased

    • You can ask our local director to resign at any time by identifying another person who will be acting as the local resident director

    • You are required to engage our Registered Address, Accounting & Corporate Tax Filing service

    • You are required to provide a copy of your company's bank and financial statements/ management accounts on a monthly basis

    • We may request from you a copy of all the agreements signed between the company and third party, and any other documents we deemed required for our assessment in providing the ND service

    • The bank account must be with a bank that's on our list of approved banks (OCBC, UOB, DBS, etc..)

  • A higher local director or security deposit fee may apply if your company has (a) employees, (b) revenue exceeding S$ 1million, (c) owings to external parties, or (d) a bank account not on our list of approved banks

4. Do i need to come to Singapore to incorporate the company?

  • No, you are not required to visit Singapore to incorporate a company. We can work with you via emails and document couriering in order to get the necessary work done. However, we will need to receive a copy of all nortarised documents and also we may hold a video call with you. Aside, do note that for opening of bank account, almost all banks require a face to face meeting with the directors and sometimes shareholders


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