Differences Between Director and Shareholder

To register Singapore company at least one of the director must be Singaporean, Singapore PR or Employment Pass holder, this is the minimum requirement we all well aware of .

Why director’s criteria so important? On the other hand ,100% ownership by foreigner is allowed for Singapore Registered Company.

What exactly the different between director and shareholder ? Why must have at least one local residential director ?

The main different between director and shareholder is as follow :

Director Shareholder
Employee of the company Owner of the company
Attend director meeting Attend Extraordinary /Annual General Meeting
Ensure business operate within their power Ensure company running according to plan
Can be removed and disqualified if they are breach their duties Liabilities limited to the number of shares held only
Right and powers are determined by shareholders Right to vote on the management and direction of business
Running daily operation of the company Not applicable
Duties to file true and fair annual account , Tax within the deadline Not applicable

What if you non of the above but keen to register ?  The introduction of local Nominee director services will fill the  needs for foreigner who like to register Singapore company.

However, in the eyes of Company law, there is no different between director and Local Nominee director .He or she still bearing the same responsibility to the Company.

To become Singapore Registered Company’s  shareholder, you can invest as Corporate or individual capacity and 100% fully owned by foreigner is allowed .

According to recent research, number of subsidiary -parent company structure is increasingly in Singapore .The key reason as follow :

• 100% foreign owner is allowed

• is 2 separate legal entity ( limited liability if one of the company fail)

•Enjoy local Company Tax Rate

Let compare the information needed for 2 different entities as follow :

Information needed from Shareholder

Individual shareholder

Corporate shareholder

Individual name

Company name

A copy of NRIC / Passport

A copy of certificate of incorporation (English Version )

Residential address

Country of incorporation

Not applicable

Certificate appointment of corporate representative

Not applicable

Particular of the key person

Number of share to be held

Number of share to be held

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