Singapore is one of the most sought-after destinations for international founders looking to establish their footprint in Asia. With one of the lowest corporate income tax rates in Asia, a strategic location as a business hub and political & economic stability, most global founders choose to start a business in Singapore as a gateway to the trillion-dollar Asian capital market.
If you are a founder looking to incorporate in Singapore, the process is straightforward and efficient. However, there are mandatory rules to be considered for a business registration in Singapore, including the appointment of at least one resident director.
From resident director requirements to directorship responsibilities and compliance with the Corporate Service Providers (CSP) Act 2024, read on for a comprehensive guide on how to fulfil mandatory requirements and set up a Singapore company.
Ready to incorporate in Singapore? Speak with the experts at One Tax CM today.
Who Qualifies As A Resident Director In Singapore?
Under the Singapore Companies Act 1967, every company must appoint at least one resident director in Singapore. This resident director must be a natural person (not a company), who is at least 18 years of age and of full legal capacity. They must be ordinary residents, falling into one of the five categories below:
- Singaporean Citizen
- Permanent Residence (PR)
- Employment Pass (EP) holders with a local residential address
- EntrePass holders with a local residential address
- Dependant Pass (DP) holders with a Letter of Consent (LOC) from the Ministry of Manpower (MOM)
For international founders who wish to incorporate in Singapore, it is essential to know that without a locally resident director, a company will not be able to complete the business registration in Singapore through the Accounting and Corporate Regulatory Authority (ACRA).
A resident director candidate is also required to maintain a clean criminal record, free from charges of bankruptcy, fraud and dishonesty.
Incorporation Solutions For Non-Residential Founders
Non-residential founders looking to start a business in Singapore can’t be their own resident directors, unless they relocate to Singapore with an EP or EntrePass. However, the obligation can still be met through alternative ways, including:
- Hiring a Local Director
Partnering with a trusted friend or business associate who is a Singaporean resident.
- Engaging a Nominee Director
The appointment of a third-party SG resident as director, which is a service offered by ACRA-registered corporate service firms.
In a nominee director, you are appointing someone to fulfil the resident director obligations to set up a Singapore company. A nominee director signs documents when required and ensures regulatory obligations are duly met, but will not participate in the day-to-day operations of your business.
All nominee directors will be credited as resident directors in legal and official documentation, in accordance with the role that they fulfil under the Companies Act 1967.
The Duties & Responsibilities Of Directorship
Regardless of resident and nominee statuses, all directors are subject to the same scope of responsibilities under the Companies Act 1967. This includes:
● Statutory Compliance
Directors are responsible for filing Annual Returns (AR) to ACRA, maintaining company registers and appointing a qualified company secretary within 6 months of incorporation to ensure compliance with the Singapore Companies Act 1967.
● Financial Reporting
All directors shall ensure the maintenance and compliance of all accounting records and financial statements with Singapore Financial Reporting Standards (SFRS).
● Tax Obligations
Directors shall ensure compliance with regular filing deadlines and obligations related to corporate income tax in Singapore, as set by the Inland Revenue Authority of Singapore (IRAS).
● Good Faith Duties
All directors shall act in the company’s best interests, avoiding conflicts of interest and exercising reasonable care and diligence in company operations.
Complying With The Corporate Service Providers (CSP) Act 2024
From 9 June 2025, all nominee director appointments are subject to mandatory compliance with the CSP Act 2024.
The CSP Act promotes transparency and calls for consistency in compliance standards, alongside strengthening corporate governance and regulatory oversight for businesses looking to incorporate in Singapore.
The passing of the CSP Act has also brought about significant changes to business registration in Singapore. These changes include:
Director Appointments Through Registered CSPs.
The CSP Act states that all nominee director appointments must be arranged by Corporate Service Providers registered under the Accounting and Corporate Regulatory Authority (ACRA), such as OneTax CM.
Mandatory “Fit & Proper Assessments”
CSPs will arrange for all nominee director candidates to undergo a mandatory series of checks to assess if they are “fit and proper” for the role. These checks consist of assessments on:
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- Criminal records
- Bankruptcy status
- Conduct and compliance history
- Previous directorship disqualifications
- Competency to fulfil obligations
- Existing directorships
Remote Transactions & Video Verification
Remote transactions are a legal option for international founders who can’t be physically present during company incorporations, management transfers or shelf company sales. A remote transaction involves your appointed CSP making a live video call with:
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- A minimum of one prospective director, separate from the nominee director
- At least one proposed member with a minimum of 50% voting rights
- An authorised representative, if the proposed member is a legal entity
All appointed CSPs are authorised to keep a screenshot of the live video call for verification and record purposes. They are also responsible for ensuring the proposed director has consented to act by signing on Form 45 (Consent to Act as Director and Statement of Non-Disqualification).
It is important to note that ONLY the proposed director is authorised to sign on Form 45. All CSPs are STRICTLY NOT ALLOWED to sign this form or enter into any form of agreement authorising them to sign this form on behalf of the proposed director.
Delegate Your Resident Director Commitments To A Qualified Company Secretary
If you are an international founder with plans to incorporate in Singapore, you have landed on the right page.
By enlisting the services of an ACRA-approved company secretary and corporate services provider, you can be assured of a smooth, hassle-free business registration in Singapore with solid regulatory compliance.
Have you got any questions? Contact One Tax CM Pte Ltd for swift and straightforward assistance to start a business in Singapore today!