NOMINEE SERVICES FOR SINGAPORE AND HONG KONG COMPANIES

Hilda Loe Associates through its panel of natural persons residing in Singapore and body corporates offers nominee services for Singapore, Hong Kong and offshore companies.

 

In Singapore, it is a statutory requirement to have at least one local resident director. The Singapore Companies Act requires the names and addresses of the company secretary, directors and shareholders be on public records.

 

Foreign directors are allowed but at least one of the directors has to be a local resident person. A local resident person is defined as a Singapore citizen, permanent resident or employment pass holder. 100% foreign shareholding is allowed and may be corporations or individuals. So if you are a director or shareholder of a private limited company, your name and address and association with the company is available to any person or organisation that carries out a company search.

 

In Hong Kong, it is now a statutory requirement to have one director that is a natural person of any nationality (and not simply a corporation) as set out by the Hong Kong Companies Ordinance with effect from 3 March 2014. Where this requirement is breached, the Company as well as all responsible persons will be considered to have committed an offence and will be liable to a fine of HK$ 100,00 with additional fines of HK$ 2,000 for each subsequent day.

 

Hilda Loe Associates offers Nominee Director and Nominee Shareholder Services to fulfill the statutory requirement and/or to provide confidentiality you require. These services all differ slightly, but in each case the nominees name is filed with the Companies Registry so that any person carrying out a company search would see the nominees name and not yours.

 

 

NOMINEE DIRECTOR

The Nominee Director for a Singapore company has to be a natural person as corporate directors are not permitted by law.

 

The Nominee Director for a Hong Kong company has to be a natural person if this is the first Director’s appointment. Only when a natural person Director is appointed then the company can appoint a Corporate Director.

 

The Nominee Director will not have any financial, management, or operational interest in the company. He will not be involved with any business dealings, contracts, or banking matters of the company. His role is just to satisfy the statutory requirement of a local resident director for your Singapore company and appearing in the public registers.

 

Under the Singapore and Hong Kong company laws, the responsibilities of a company director are quite onerous and therefore we have certain conditions that must be fulfilled in order for us to provide a nominee director service. Specifically:

 

  • A Nominee Director Service Agreement which defines the limitation of our role including an indemnity must be executed.
  • Apart from passport copy and address proof of the beneficiaries, we may request for additional information and references on a case-by-case basis.
  • We require a SGD/USD 2,000 or SGD/USD 2,500 refundable security deposit (non-interest bearing) for the provision of this service and it be kept with us for as long as our Nominee Director service is active. We will refund the security deposit within 30 working days after you no longer need our nominee director service and after the alternate local director is properly lodged with the authorities by our office (please contact us for fees on filing alternate local director).
  • Hourly fees apply if Nominee Director is to review & sign agreements, invoices, bank account opening forms, letters, board resolutions, extra ordinary board resolutions, annual general meeting resolutions, annual accounting & audit reports etc. on behalf of the company. Additional fees apply if the Nominee Director is required to also act as bank account signatory. Strict due diligence applies. Please contact our office for information and quote.

 

NOMINEE SHAREHOLDER

The Nominee Shareholder is a natural person or a body corporate created for the purpose of holding shares and other securities on behalf of the actual beneficial owners/investors. With our service, the Nominee Shareholder is not the legal owner of the shares, and the underlying beneficial owners/investors have the "beneficial interest" in the shares: i.e. they are entitled to all income and capital gains on them. A SGD/USD 1,000 refundable security deposit (non-interest bearing) for the provision of this service is required and is refundable within 30 working days from the termination of service and proper filing of replacement.

 

The Nominee Shareholder would hold your shares on trust in the form of a Declaration of Trust. Our Declaration of Trust would serve the purpose of ensuring that your identity as Beneficial Owner(s) is only known to us and is kept at the Registered Office and would not be public record at the Company's Registry. The Nominee Shareholder will only transfer the shareholding upon receiving the written instruction from the Beneficial Owner. Share transfer is completed once the alternate Shareholder is properly lodged with the authorities by our office (please note our fees for filing alternate shareholder.)

Hourly fees apply if Nominee Shareholder is to review & sign any agreements, documents, board resolutions etc. on behalf of beneficial owner(s).

 


 

If you are a lawyer, accountant , tax advisor or financial consultant and require services for your clients, please contact us for further options.

 

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