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PR running out, need nominee director for existing Pte Ltd

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jpatokal
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PR running out, need nominee director for existing Pte Ltd

Postby jpatokal » Thu, 05 Mar 2015 7:23 pm

Howdy Sg expats, long time no see :)

I no longer live in Sg, my PR is running out this year and I have come to the sad conclusion that I won't be returning to renew it. However, I'm the sole director of a Pte Ltd which I'd like to keep running.

1) How is the residency status of company directors enforced? I vaguely recall that the annual report paperwork requires that directors attest to being citizens/PR, but do I need to ensure that the company has a new citizen/PR director the moment mine expires, or is it enough if I sort this out before the next AR comes due?

2) I understand nominee directors are harder to procure these days than they used to be. What's the rough cost ballpark per year these days? Random Googling pulls up rates in the $1800/year range, is this about right?

3) Any personal recommendations? Feel free to PM me if you're unwilling to post here.
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Strong Eagle
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Re: PR running out, need nominee director for existing Pte L

Postby Strong Eagle » Fri, 06 Mar 2015 6:03 am

jpatokal wrote:Howdy Sg expats, long time no see :)

I no longer live in Sg, my PR is running out this year and I have come to the sad conclusion that I won't be returning to renew it. However, I'm the sole director of a Pte Ltd which I'd like to keep running.

1) How is the residency status of company directors enforced? I vaguely recall that the annual report paperwork requires that directors attest to being citizens/PR, but do I need to ensure that the company has a new citizen/PR director the moment mine expires, or is it enough if I sort this out before the next AR comes due?


Actually, you already have a problem. You should have notified the ICA of change of address within 28 days of leaving, and I would bet money you did not. Why? Because a director must be "normally resident", that is, have a Singapore address. When I left Singapore for the USA, I received a letter from ACRA about 30 days after I updated my address to the USA (I am PR), stating that since I had moved, I needed to appoint a normally resident director. I was able to get a friend to do it for the duration it took to close down my company.

In your case, and if you still have a Singapore address, the gahmen probably thinks that you are resident. It's not your PR that expires, it's your REP, and they probably have not checked records to see if you actually left the country permanently.

I believe you have a short breathing period between directors but I'd have to go to the ACRA site for detail... it isn't a long time.

2) I understand nominee directors are harder to procure these days than they used to be. What's the rough cost ballpark per year these days? Random Googling pulls up rates in the $1800/year range, is this about right?


That's about what I have seen as well... maybe a bit lower at $1500. However, if someone does become your director, then based upon another post you made, they could become personally responsible for any unpaid levies to the gahmen. After all, a director has the fiduciary responsibility to ensure that all lawa are followed, all reports are filed, all taxes paid, etc. And, it will be your nominee director, not you, because she/he is "normally resident". Folks might not want to take the position unless you can indemnify them against potential liabilty... and this is why nominee directors are getting harder to find... they are waking up to the fact that they are responsible for the actions of the company.

3) Any personal recommendations? Feel free to PM me if you're unwilling to post here.


Since you are a sole director, you must also have a secretarial firm since a sole director cannot also act as secretary. Either your secretary or you needs to get the tax situation clarified and cleaned up before you go looking for a director so that you can provide a clean bill of health about your company... you would want a set of audited financials that doesn't show uncovered contingent liabilities or other issues that could get the company in trouble.

And, you need to sort out your PR issue. If you did update your address after you moved, you should have quite quickly received and ACRA notice about needing a normally resident director. If you did change your address, then I don't think the expiry of your REP would make much difference... they have already missed the fact that you are not in the country, and I'd let that one ride until they do find out.

But, if you didn't update your address, you are technically guilty of a law violation since you didn't inform them within 28 days. Since they don't appear to know that you aren't in Singapore, you could send notice of a new address before your REP expires and after you have sorted your director situation out. http://www.ica.gov.sg/page.aspx?pageid=158

Good luck.

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Re: PR running out, need nominee director for existing Pte Ltd

Postby livingontheedge » Thu, 28 May 2015 12:46 pm

Its really a simple solution - message me and I can give you couple contacts for nominee directors - they are typically from CPA/CA firms. They can be your resident directors (you need one resident director) while you can remain overseas.


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