Appointing EP holder as Director


Generally, you can appoint anyone who is above 18 years of age, not disqualified to act as director, and not an undischarged bankrupt to be a director of your Company in Singapore.

However, if you intend to appoint an employment pass (“EP“) holder to be a director of your Company, you need to know that additional consent is required even if the EP holder has fulfilled the aforesaid requirements.

CONSENT FROM EP HOLDER’S EMPLOYER

An EP holder is generally a foreign individual who has obtained approval to work in Singapore for his/her employer indicated in his/her work pass. If the EP holder wishes to take up directorship in another company, his/her employer (“Primary Employer“) must be agreeable to this arrangement.

CONSENT FROM MINISTRY OF MANPOWER

Apart from ensuring that the Primary Employer has no objections, approval from the Ministry of Manpower (“MOM“) must be obtained via a letter of consent (“LOC“). Why? Because directorship duties are considered work for which a work pass is required.

Application is to be submitted by your Company via MOM’s website and LOC must be obtained before you appoint the EP holder as a director of your Company.

CHANCES OF GETTING LOC

MOM will generally grant the LOC if:

  1. Your Company is related by shareholding to the Primary Employer. e.g. your Company is the direct holding company or subsidiary of the Primary Employer
  2. Your Company has an indirect shareholding relationship with the Primary Employer e.g. your Company is the intermediate or ultimate holding company of the Primary Employer or indirect subsidiary of the Primary Employer.
  3. The EP holder is taking up the secondary directorship in your Company for purposes related or critical to his/her primary employment.

For such instances, your Company must provide an organisation structure chart to illustrate the relationship between your Company and the Primary Employer. The shareholding relationship should also be supported by filings with the Accounting and Corporate Regulatory Authority i.e. reflected in the business profiles of the relevant entities.

If your Company is completely unrelated to the Primary Employer, LOC may still be granted by MOM if: –

  1. The application is supported by a sector government agency regulating or promoting the development of the industry your Company is in
  2. The EP holder is sufficiently senior or has a significant ownership stake in your Company
  3. The secondary directorship is relevant to the EP holder’s primary occupation

WHAT IS FREQUENTLY OVERLOOKED?

Because almost anybody of legal capacity and qualified to act as a director can be appointed as a director in Singapore, the need to obtain LOC from MOM for EP holders is frequently overlooked prior to their appointment for secondary directorships.

In addition, it is important to note that the LOC is issued subject to the validity of the EP holder’s work pass. This means that once the EP holder’s work pass has expired or terminated, the cessation of LOC takes effect immediately at the same time.

VISIT OUR E-SHOP

If your Company has obtained the necessary approvals and wishes to proceed with the appointment of an EP holder as a Director of your Company, you can check out our e-shop for the complete list of templates we offer when you click on the category – Appointment of Director / Alternate Director.

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