The governance alternative to a nominee director.
ONUS Directors replaces nominee director arrangements with a genuine, active resident director who exercises real, independent governance authority — documented to institutional standard. Specifically designed for Australian tax residents with Singapore and Hong Kong companies.
Book a Free ConsultationActive fractional directorship — not a premium nominee
A fractional director is appointed to your company and devotes a defined number of hours per month to genuine governance. They are under no obligation — formal or informal — to follow your instructions. This structural distinction is the foundation of everything ONUS Directors provides.
Sole bank signatory
The ONUS director is the sole authorised signatory on the company's bank accounts. You retain view-only and transaction-creation rights. The director independently approves and executes all payments — this is the most consequential structural difference from a nominee arrangement.
Institutional board resolutions
Every material decision is documented in a board resolution prepared, reviewed, and signed by the director on the basis of their independent judgement — not upon instruction. This contemporaneous record is precisely what the ATO would demand in a central management and control review.
Governance documentation suite
Every engagement is established with six named governance documents — the Board Meeting Policy, Personal Data Protection Policy, Code of Conduct, Bank Signatory Agreement, and an omnibus onboarding board resolution — adopted at commencement and maintained throughout.
The structural risk inside every nominee director arrangement
A nominee director — by statutory definition under Singapore's Corporate Services Providers Act 2021 — is obligated to act on your instructions. Under Australian tax law, those instructions constitute the exercise of central management and control in Australia.
Nominee follows your instructions
The Corporate Services Providers Act 2021 defines a nominee director as someone obligated to act on the directions, instructions, or wishes of another person. That person — directing from Australia — is you.
CM&C is exercised in Australia
Under s.6(1) ITAA 1936, a company is an Australian tax resident if its central management and control is exercised in Australia. Where key strategic decisions are actually made — not where documents say they were made — determines residency.
Bywater Investments [2016] HCA 45
The High Court of Australia unanimously found that foreign companies with offshore nominee directors were Australian tax residents because an Australian-resident gave the actual instructions. The offshore directors were rubber stamps.
30% corporate tax — retrospectively
A company assessed as an Australian tax resident faces corporate tax at 30% for every year the structure has been in place, plus penalties, general interest charges, and fines. All non-deductible. The liability is retrospective from commencement.
"Central management and control exercised in Australia alone is sufficient to constitute carrying on business in Australia, triggering full Australian corporate tax liability."Bywater Investments Limited v Commissioner of Taxation [2016] HCA 45 — High Court of Australia (unanimous)
What genuine active directorship means in practice
The ONUS director exercises real authority over the company — grounded in fiduciary duty, professional judgement, and robust contemporaneous documentation. This is not a governance veneer. It is the substance.
The director is the only person who can approve and execute payments. You retain view-only and transaction-creation rights for operational convenience.
The director reviews and executes material contracts following independent assessment — not upon instruction from the beneficial owner.
Prepared, reviewed, and signed by the director on the basis of independent judgement. This is the contemporaneous evidential record.
The director is named DPO for PDPA compliance — removing this statutory obligation from the beneficial owner and further demonstrating genuine operational engagement.
One named director, one engagement framework — covering both Singapore Pte Ltd companies and Hong Kong limited companies simultaneously.