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5 Things You Need to Know before Being a Nominee Director

Stone Prime Consultancy


In Singapore, the Companies Act (Chapter 50) stipulates that all incorporated entities, particularly companies, must have at least one local director. This requirement has led to the emergence of the "nominee director" concept, which has proven beneficial for many foreign investors seeking to establish a permanent establishment and conduct business in Singapore.


However, individuals who agree to appoint a nominee director (ND) may often lack awareness or understanding of the following key points:


1. The nominee director is considered a "director" under the Companies Act and carries all the obligations and responsibilities associated with being a director.

2. The nominee director still owes statutory duties to the company and its members as outlined in the Companies Act.

3. The nominee director may be personally liable for certain liabilities arising from the company or its business activities.

4. The inclusion of an indemnity clause in the nominee director agreement does not absolve the director of their duties and obligations.

5. Even if an individual compromises their control by allowing others to influence their decisions, once officially appointed as a nominee director, they will be considered a director under the law.


Therefore, it is essential to familiarize oneself with these considerations before accepting a nominee director appointment, as it entails legal obligations and potential liabilities.

All references to entities or individuals, whether named or implied, on the website of Stone Prime Consultancy are solely for informational purposes. These references do not imply or constitute any endorsement, affiliation, or association between Stone Prime Consultancy and the mentioned entities or individuals unless explicitly stated otherwise.

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Singapore 038987

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Stone Prime, a distinguished accounting firm in Singapore, exemplifying the highest standards of professionalism
Stone Prime, a distinguished accounting firm in Singapore, exemplifying the highest standards of professionalism

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Disclaimer: The information provided by Stone Prime Consultancy is intended for general guidance and educational purposes only. While we strive to ensure its accuracy, we do not guarantee the completeness, reliability, or suitability of the content. Any reliance you place on such information is strictly at your own risk. Stone Prime Consultancy shall not be liable for any loss or damage arising from the use of the information provided. It is recommended to seek professional advice tailored to your specific circumstances before making any financial or business decisions.

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