This is in response to a question posed to us in an email. We are sharing the answer in a blog post as this may be a common question for foreigners looking to incorporate a Singapore company.
The requirement as stated in section 145(1) of the Companies Act is that there needs to be at least one ordinarily resident director in Singapore. This means that at least one director of the company needs to be residing in Singapore. This individual does not have to be a Singaporean or a Singapore PR. Instead, this individual can be of any nationality, ordinarily residing in Singapore. For a foreigner to be a resident director of a Singapore-registered company, he or she will need a valid work pass. An example of a valid work pass would be the Employment Pass which is issued by the Ministry of Manpower. For clarity, a Singaporean who is not residing in Singapore, for example, if he has migrated to and is living in Australia, will not fulfil the requirement in section 145(1) of the Companies Act. This is because he is not ordinarily residing in Singapore. The key consideration is the ordinary residence of the director. There is no limit to a company having multiple directors. However, at least one of the directors needs to be ordinarily residing in Singapore.
In cases where this requirement cannot be met, i.e., the current foreign resident director is not ready to become a Singapore resident, then the company may appoint a nominee director who is a resident in Singapore.
Therefore, in response to your situation, there are no restrictions to you, as a foreigner, being a director of the company. However, because you are not ordinarily a resident of Singapore, the company still cannot fulfil the requirement in section 145(1) of the Companies Act. You will therefore need to engage the services of a local resident to become a director of the company. Of course, in the alternative, you can also apply for a valid work pass like an Employment Pass to live and work in Singapore. Once you obtain a valid work pass and are ordinarily residing in Singapore, you can then become the local resident director of the company.
Hope this helps!
Yours sincerely,
The editorial team at Singapore Secretary Services