A resident director satisfies the law
But does your board structure satisfy a Lead Underwriter, a PE Buyer, or an IRAS Substance Audit?
Ensure your Singapore presence is an asset, not a deal-breaker.
When Standard Compliance Becomes a Liability
Most structures start with a Nominee Director to satisfy a checkbox. This works until the business reaches a level of complexity where third parties—not just regulators—begin to look through the paper structure.
1. The Capital Trigger
(M&A / Series B+)
Lenders and buyers perform Substance Audits.
If your Singapore Board is just a nominee on paper, it’s a red-line risk.
Expect aggressive holdbacks or deal fatigue during Due Diligence.
3. The Global Friction Point
(CFC / Audit Defense)
Tax authorities in the US and China are looking for Economic Substance.
If your director can't explain the commercial why behind a transaction, your structure is considered "Transparent" and defensible.
2. The Incentive Threshold
(13O/13U / COR)
You cannot claim 0% tax or treaty benefits with a placeholder board.
To unlock Singapore’s most aggressive tax holidays, you must prove "Mind and Management" is physically local.
If you haven't moved past a nominee, you are overpaying in taxes by default.
This is a short, exploratory discussion — not a sales call.
Compliance
vs
Substance
The "Paper" View (Nominee/ND)
Statutory Checkbox: The individual is on the ACRA record to satisfy the Companies Act. They have no role in decision-making.
Pass-Through Risk: When an auditor or lender sees a nominee, they assume the "true" management is elsewhere. This can trigger "Controlled Foreign Corporation" (CFC) rules in the US or China.
Fragile Treaty Access: A nominee director often fails the "Beneficial Ownership" test. This makes it difficult to secure a COR or claim treaty-reduced withholding tax.
The "Commercial" View (Executive/ED)
Mind & Management: The individual is an active participant in board-level decisions. They understand the "why" behind the transactions.
Operational Anchor: The structure stands on its own. It proves that Singapore is not just a mailing address, but the actual seat of management.
Robust Treaty Defense: Because the ED has "Skin in the game" and commercial knowledge, the entity is viewed as a legitimate resident entitled to full tax benefits.
What usually changes after this is reviewed properly
We don't just fix a director structure.
We align your Singapore presence with your global commercial objectives.
Before: The Placeholder Model
High Friction:
Lenders and banks ask endless questions about "Substance" and "Signatory Authority."
Passive Defense:
You react to IRAS queries with "compliance" documents that lack commercial weight.
Limited Upside:
The entity is a cost center, potentially disqualified from tax holidays (13O/U) or COR benefits.
After: The Asset Model
Deal-Ready:
A structure that passes DD (Due Diligence) instantly, accelerating financing and M&A exits.
Proactive Defense:
Technical positions are anchored by an Executive Director who can justify the commercial "Why."
Tax Optimized:
The structure is fully eligible for Singapore’s 0%–10% tax regimes and global treaty networks.
This is a short, exploratory discussion — not a sales call.
Where Good Enough Compliance Fails the Business
Institutional Funding:
Lenders look past the nominee to see who actually signs the checks.
Tax Treaty Access:
A nominee-only board often disqualifies you from COR (Certificate of Residence) benefits, costing you 10-25% in withholding taxes.
Incentive Eligibility:
You cannot claim 13O/13U status with a "paper-only" board.
Investment Benchmarks: Resource & Engagement Depth
Fees are indicative and reflect the seniority of judgment required, not just administrative execution.
Technical Validation (COR/Filings)
Range: USD 500 – USD 3,500
This level is for established structures requiring surgical intervention or specific regulatory filings. This isn't "data entry"—it’s ensuring that a single application (like a COR) or a response to an IRAS query is framed correctly to avoid triggering a wider audit.
Typical Scope: COR applications, CRS/FATCA portal filings, IRAS query representation, and targeted Tax Due Diligence.
Risk Interpretation (Rulings/TP)
Range: USD 3,000 – USD 10,000
For groups operating across jurisdictions where "compliance" is secondary to "interpretation." We analyze how your structure is read by third parties (lenders, buyers, tax authorities). This is where we provide Advance Rulings or Second Opinions that give GCs and CFOs the certainty to sign off on a transaction.
Typical Scope: Advance Ruling applications, Transfer Pricing Master/Local files, and Technical Validation of existing tax planning.
Range: USD 10,000 – USD 15,000+
Reserved for Family Offices and PE-backed entities seeking to qualify for Singapore’s most competitive tax regimes (like Section 13O or 13U). At this level, the "Director Review" is the foundation. We are building a structure that is institutional-grade—ready for a $100M+ exit or a multi-generational wealth transfer.
Strategic Assets (13O/13U)
Typical Scope: 13O/13U Fund Incentive applications, Complex Cross-Border Restructuring, and Full-Scope Transfer Pricing Benchmarking.
We do not provide low-cost/high-volume administrative services.
Our fees reflect the cost of eliminating the interpretive risk that typically derails cross-border operations.
Common questions before deciding whether this is relevant
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Yes. In many cases, we act as a "Co-Director" or "Executive Board Member" alongside your existing structure. Our role is to provide the Technical Substance and decision-making authority that a standard nominee cannot, without disrupting your existing administrative setup.
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It strengthens them. Most US or European parent companies face risk because their Singapore subsidiary is seen as a "shell." By moving to an interpretation-centric director model, you create a legitimate "Permanent Establishment" defense, making it much harder for home-country authorities to tax your Singapore profits.
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Actually, it reduces it. A "Nominee" often signs documents without full context, which is a major regulatory risk. Our directors take an active, professional interest in the governance of the entity, ensuring that the company remains in good standing and that all technical filings (TP, COR, 13O) are defensible.
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A COR (Certificate of Residence) is only as strong as the substance behind it. If IRAS or a foreign tax authority challenges a treaty claim 24 months from now and finds the board was purely "nominal," they can retroactively revoke benefits. We ensure your COR is backed by documented management and control.
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Strategic alignment is usually completed within 4 to 8 weeks. Regulatory applications (like tax incentives) follow IRAS/MAS timelines, but the "Substance" foundation is laid immediately upon appointment to ensure you are protected from day one.
This is a short, exploratory discussion — not a sales call.