Written by Sneha Patwari, Corporate Secretary Lead
Company Secretary and law graduate with years inside multinationals, law firms, and startups across multiple jurisdictions. I've watched founders treat governance and compliance as paperwork, then pay for it when things scale, fundraise, or unwind. The articles I write are for founders who'd rather ...
Last reviewed by May 2026.
Key Takeaways
Every Singapore company must have at least one director who is ordinarily resident in Singapore at all times, under Section 145 of the Companies Act 1967.
If none of your current directors qualifies as a resident director, one solution is a nominee director arrangement.
Since 9 June 2025 (CSP Act 2024) and 16 June 2025 (CLLPMA Act 2024), all commercial nominee director appointments must be arranged through an ACRA-registered Corporate Service Provider (CSP), with mandatory fit-and-proper checks and public disclosure of nominee status on ACRA business profiles.
A nominee director carries the same statutory legal duties as any other director. They do not run your business, access your funds, or override your decisions — but they remain legally liable if the company breaches the Companies Act.
Standalone nominee director services cost SGD 1,500–5,000 per year, typically with a refundable security deposit of SGD 1,000–5,000. Bundled with Statrys' SGD 4,095 incorporation package, the nominee director is included for year one.
What Is a Nominee Director in Singapore?
A nominee director is a Singapore resident appointed to your company's board specifically to meet the legal requirement that every Singapore-registered company has at least one locally resident director. That is their sole function. They do not run your business, participate in operations, or make commercial decisions on your behalf.
Under Singapore law, a nominee director has the same legal status as any other company director, including the same fiduciary duties. They must act in the company's best interests, avoid conflicts of interest, and not breach their duties under the Companies Act.
Note: Singapore law does not create a separate "nominee director" category. The Companies Act treats them as full directors. The word "nominee" describes the arrangement between you and them, not a lesser legal role. This matters when you think about risk and liability on both sides of the agreement.
Does Your Company Need a Nominee Director?
If none of your directors currently live in Singapore, then yes — your company needs a nominee director. Under Section 145 of the Companies Act, every Singapore company must have at least one director who is ordinarily resident in Singapore at all times. You cannot register a company with ACRA without at least one locally resident director, and you cannot continue operating for more than 6 months without one, or risk personal liability for the company's debts during the breach period
The residency requirement can be met by any of the following:
- Singapore citizen
- Singapore Permanent Resident (PR)
- EntrePass holder
- Employment Pass (EP) holder with a Singapore residential address, only after obtaining a Letter of Consent (LOC) from MOM
If you already have a co-founder, business partner, or trusted individual who meets any of these criteria and is willing to take on full director duties, you do not need a nominee director.
What a Nominee Director Does — and What They Don't
What a Nominee Director Does
- Appears as a director on ACRA's public business profile
- Fulfils the residency requirement under Section 145
- Attends board meetings or signs resolutions when required
- Receives formal correspondence from regulators, courts, and government agencies
- Exercises legal judgment when asked to approve documents
- Ensures regulatory filings (annual returns, tax returns) are submitted on time
- Convenes Annual General Meetings (AGMs) as required
What a Nominee Director Cannot Do
- Make operational or commercial decisions without your authorisation
- Access your company's bank accounts or move funds
- Override your instructions as beneficial owner on ordinary business matters
- Be the authorised signatory for company bank accounts
- Make independent strategic decisions
- Hire or fire employees
- Block a lawful removal by the shareholders
Important: The one exception to "cannot override you" is when the nominee director believes an action would cause them to breach their own legal duties as a director. In that case, they can refuse. This is rare in practice, but it is a real scenario — and a well-drafted nominee director agreement will set out exactly when and how it applies.
Nominee Director vs Nominee Shareholder vs Executive Director
These three terms get confused often. They are legally distinct.
| Role | Primary Function | Authority | Main Purpose |
|---|---|---|---|
| Nominee Director | Board member to meet local residency requirement | Limited management authority; no operational involvement | Legal compliance |
| Executive Director | Manages the company and makes business decisions | Full management authority | Leadership and strategy |
| Nominee Shareholder | Holds shares on behalf of the real (beneficial) owner | No beneficial ownership or control rights | Privacy and confidentiality |
A nominee director is also not the same as a corporate secretary. The corporate secretary handles compliance administration — filing annual returns via BizFile, maintaining registers, and organising AGMs. The two roles are both legal requirements but serve different functions.
Tip: One person can hold the nominee director role and a nominee shareholder role at the same time, but the legal documentation is separate. A nominee shareholder arrangement involves a Declaration of Trust and beneficial ownership disclosures distinct from the nominee director agreement.
Who Qualifies as a Nominee Director?
An individual must meet all of the following criteria:
- Singapore citizen, Permanent Resident, EntrePass holder, or EP holder with a Singapore residential address (and a valid LOC from MOM, where applicable)
- At least 18 years old, of full legal capacity
- Of sound mind
- No current disqualification from acting as a company director under Singapore law
- Pass the fit-and-proper assessment conducted by the appointing ACRA-registered CSP (required under the CSP Act 2024, in force 9 June 2025)
Who Cannot Be a Nominee Director
A person is disqualified if they are:
- An undischarged bankrupt (without leave of the court)
- Convicted of an offence involving fraud or dishonesty carrying imprisonment of 3+ months
- Convicted of three or more ACRA filing offences within five years
- Involved with three or more companies that ACRA struck off its register within the past five years
- Disqualified on grounds of national interest or national security
- Disqualified as an unfit director of an insolvent company
- Disqualified for failing to file tax returns
Special Case: Employment Pass Holders
If the proposed nominee director holds an Employment Pass, they need a Letter of Consent (LOC) from MOM before they can be appointed. The LOC application typically takes around five weeks, and MOM does not publish a fixed timeline.
MOM generally approves an LOC only when:
- The company has a clear ownership or control link to the EP holder's current employer, and
- The director's role is directly related to their main job
The company must already be incorporated before it can sponsor an EP or apply for an LOC — meaning an EP holder cannot serve as the director at incorporation. For most foreign founders this makes the EP-holder route impractical, and a professional CSP is the simpler path.
Singapore Nominee Director Regulations (2025–2026)
Singapore's regulatory environment changed materially in mid-2025. Two new laws now govern how nominee directors are appointed, disclosed, and recorded.
Corporate Service Providers Act 2024 (effective 9 June 2025)
Under the CSP Act 2024, all businesses providing corporate services — including nominee director services — must be registered with ACRA as a Corporate Service Provider.
Key rules:
- It is unlawful for any person to act as a nominee director "by way of business" unless their appointment is arranged through a registered CSP
- The CSP must conduct a fit-and-proper assessment of every nominee director before appointment
- Registered CSPs must comply with enhanced AML/CFT/PF (anti-money-laundering, counter-terrorism financing, counter-proliferation financing) obligations
Penalties:
Anyone who commits an offence and can be fined up to $10,000. If the offence continues after conviction, they may also be fined up to $1,000 for each day, or part of a day, that the offence continues.
Good to know: This means you cannot legally appoint a personal contact informally as your nominee director on a commercial basis. The CSP is responsible for vetting the nominee and ensuring the arrangement meets regulatory standards.
Companies and LLPs (Miscellaneous Amendments) Act 2024 (effective 16 June 2025)
Under the CLLPMA Act 2024, all Singapore companies are now required to:
- Maintain a private Register of Nominee Directors (ROND) at the registered office or registered CSP's office
- Submit nominee director and nominator details to ACRA's Central Register via BizFile
- File any changes to the ROND with ACRA within 2 business days
- Companies incorporated on or after 16 June 2025 must file this information at the time of incorporation
On public visibility: the nominee status of the director is publicly visible on the company's ACRA business profile. The nominator's identity remains confidential — accessible only to ACRA and other public agencies for the administration or enforcement of written law.
Penalties for non-compliance is SGD 25,000 per breach.
Corporate and Accounting Laws (Amendment) Act 2025 (Effective 6 May 2026)
The Corporate and Accounting Laws (Amendment) Act 2025 commenced in phases, with selected provisions taking effect on 6 May 2026, and has introduced stricter penalties for directors
To improve company regulation, directors who fail to carry out their responsibilities — such as not acting in the company's best interests or not exercising reasonable care — can now face tougher penalties. The maximum fine has been raised from $5,000 to $20,000. For more serious breaches, directors may also face up to 12 months in prison, in addition to fines.
For foreign founders using a nominee director, this is a reminder that your nominee carries real legal exposure. If your nominee arrangement is poorly documented, both parties could be at greater risk under these heightened penalties
Risks of Appointing a Nominee Director (and How to Manage Them)
This is the section most articles skip. A nominee director arrangement is legitimate and widely used — but it is not risk-free for either side. Knowing the risks before you sign is what separates a compliant setup from a costly one.
| Risk | What It Means | How to Manage It |
|---|---|---|
| Shared legal exposure | If the company faces compliance or legal issues, regulators may review the whole governance structure — not just the executive directors. | Keep compliance current. File annual returns on time. Work with a CSP that monitors your obligations end-to-end. |
| Nominee director refuses to sign | If a nominee believes a resolution would breach their own statutory duties, they can decline. Rare, but it can delay an action. | Use a written agreement that defines the escalation and resolution process upfront. |
| Operational disruption if they exit | If the nominee resigns without a replacement in place, your company is in breach of the company regulation. | Use a managed CSP that automatically replaces the nominee if they become unavailable. |
| Reduced privacy | Since 16 June 2025, nominee status is public on the ACRA business profile. | Do not appoint a nominee for privacy alone. It is a compliance mechanism, not a confidentiality tool. |
| Choosing the wrong provider | An unlicensed or careless CSP exposes you to fines, struck-off status, or — in serious cases — being caught up in fraud investigations. | Verify the CSP is registered with ACRA. Ask for the nominee's fit-and-proper documentation. Read the agreement carefully. |
A Real Case: Why Provider Quality Matters
In 2024, a Singapore chartered accountant was jailed for four weeks after instigating a friend — who was jailed for a week — to act as a "silent" nominee director for 77 companies. Neither performed proper background checks on the customers. Two of those companies, Quartz Resources and Kiora Worldwide, received more than US$5.3 million in four months, of which around US$1.06 million was traced to scam victims.
The case was a major driver behind the CSP Act 2024 and the new fit-and-proper requirements. It is also the clearest illustration of why the cheapest nominee is rarely the safest one — for either the company or the individual director.
How Much Does a Nominee Director Cost in Singapore?
Nominee directors typically charge an annual service fee, not a salary. Because they carry the same legal duties as any other director, the fee reflects the legal exposure they're accepting, not just administrative time.
| Provider Type | Annual Fee Range | Security Deposit |
|---|---|---|
| Standalone corporate service provider | SGD 1,500 – 5,000 per year (most reputable firms: SGD 2,400 – 3,500) | SGD 1,000 – 5,000 (refundable) |
| Bundled incorporation package — e.g. Statrys SGD 4,095 | Included — no separate annual fee for year one | Included |
The security deposit is refundable when the nominee steps down, provided the company has no outstanding compliance issues at that point.
A bundled package — covering the nominee director, corporate secretary, registered address, and ACRA registration in one engagement — usually works out cheaper than buying each service separately.
Tip: Statrys' Singapore incorporation package is SGD 4,095 (promo: SGD 3,686) and includes the nominee director for year one, corporate secretary, registered office address, ACRA registration, and Registered Filing Agent services for founders without SingPass.
How to Appoint a Nominee Director (Step by Step)
Under the CSP Act 2024, every commercial nominee director appointment must be arranged through an ACRA-registered CSP. The full process looks like this:
Step 1 — Engage an ACRA-registered CSP. Verify the provider's registration on ACRA's CSP register. This is a legal requirement, not a quality signal. The CSP can arranges the resident director on your behalf.
Step 2 — Complete KYC and due diligence. The CSP will collect ID documents, proof of address, beneficial ownership information, and business activity details, then run a fit-and-proper assessment of the proposed nominee director.
Step 3 — Sign the nominee director agreement. A formal written contract covering:
- Scope of the nominee director's role and what they will not be involved in
- Confidentiality obligations on both sides
- Indemnities for the nominee director against third-party claims
- How the arrangement can be ended and what notice is required
- The exit / replacement process
Step 4 — File the appointment with ACRA via BizFile. Done at incorporation for new companies, or within 14 days of appointment for existing companies.
Step 5 — Update the Register of Nominee Directors. The company must maintain the ROND and file information with ACRA's Central Register. Subsequent changes must be filed within 2 business days.
What Must Be Recorded in the ROND
For each nominee director:
- Full names (and aliases, if any), residential and official addresses
- Nationality, identity document number, date of birth
- Date of nomination
For each nominator:
- Name and address
- Unique Entity Number (UEN) if the nominator is a corporate entity
ACRA can inspect the ROND on request. Failure to maintain it can result in fines of up to SGD 25,000 per breach.
Important: Singapore law does not prescribe a fixed format for the nominee director agreement. Even if the agreement describes the role as "non-executive", that only limits day-to-day involvement — it does not reduce the nominee director's statutory duties. Both sides should understand this before signing.
How to Choose a Nominee Director Service Provider
Beyond ACRA registration (which is mandatory), the practical signals of a serious provider are:
Look for
- ACRA-registered CSP status with a verifiable licence number
- A clear, written nominee director agreement that covers indemnities, scope, and exit terms
- Transparent pricing — fee, deposit, and any renewal costs disclosed upfront
- A documented fit-and-proper assessment process
- Experience handling foreign-founder incorporations
- An ongoing compliance monitoring offer, not just a one-off appointment
- Automatic replacement of the nominee if the assigned individual becomes unavailable
Red flags
- No ACRA registration (illegal under the CSP Act 2024)
- Vague or refused written agreement
- A nominee fee far below the SGD 1,500 floor — they are likely cutting corners on due diligence
- Pressure to use the nominee as a bank signatory or authorised signatory
- No replacement guarantee if the nominee director resigns
Tip: Ask the provider questions in writing: (1) What is your ACRA CSP licence number? (2) What is the director’s fit-and-proper documentation? (3) What happens if the assigned nominee becomes unavailable mid-year? Compliant providers answer all three immediately.
What Happens If Your Nominee Director Resigns or Is Removed?
Under Section 145, your company must have at least one locally resident director at all times. The replacement must be appointed before or simultaneously with the outgoing director's cessation.
The moment your company has no locally resident director, it is in breach of the Companies Act. Bank approvals, regulatory filings, and formal correspondence can stall until the position is filled.
When a Nominee Director Resigns
- The nominee gives written notice as set out in the agreement
- The company must appoint a qualified replacement before the resignation takes effect
- Once confirmed, the company files the cessation and the new appointment with ACRA within 14 days
- The ROND is updated within 2 business days
- ACRA's Central Register is updated within 2 business days
When You Want to Remove a Nominee Director
You can remove a nominee director by following the process in your nominee agreement and your company's constitution. The nominee director cannot block a lawful removal, but you must have a qualified replacement in place before you proceed. The removal is filed with ACRA within 14 days.
Many founders use a nominee director as a temporary bridge. You may replace yours when:
- You relocate to Singapore and become an ordinarily resident director
- You hire a Singapore resident who qualifies as a director
- A Singapore-based co-founder or partner joins
Note: With a professional CSP, you do not manage this scenario yourself. If their nominee becomes unavailable, they replace them automatically with another qualified individual. That is the practical value of a managed arrangement — and a key reason informal appointments are risky even when they're cheaper.
How Nominee Directors Affect Banking and Reputation
Banks scrutinise nominee director arrangements during account opening because they are a known typology in money-laundering investigations. This is not a reason to avoid using one — it is a reason to use one from a credible, ACRA-registered CSP that the local banks recognise.
Practical implications:
- The nominee director is typically not the authorised signatory for the corporate account. The beneficial owners (executive directors) are.
- Using a poorly-regulated or offshore "nominee" provider can flag the account for enhanced due diligence — or get it rejected outright.
What If You Don't Want a Nominee Director?
If appointing a nominee director is a hard "no" for you, the cleanest alternative is to incorporate in Hong Kong instead.
Hong Kong does not require a locally resident director. A company with a fully foreign board is compliant under the Hong Kong Companies Ordinance. If you or your co-founders are not Singapore-based, and the local director requirement is the only sticking point, Hong Kong is worth comparing on its own merits.
The right choice depends on your customers, your tax position, and where you want your banking relationships. The Statrys guide to Hong Kong vs Singapore covers the practical differences in detail.
How Statrys Handles the Resident Director Requirement
For most foreign founders incorporating in Singapore remotely, the simplest path is to have an experienced provider handle the resident director as part of the full incorporation setup.
With Statrys:
- The local director for year one is included in the SGD 4,095 incorporation package (promo: SGD 3,686)
- That price also covers the corporate secretary (year one), registered office address, ACRA registration and statutory setup, and Registered Filing Agent services for founders without SingPass
- Statrys is an ACRA-registered Corporate Service Provider, fully compliant with the CSP Act 2024 (effective 9 June 2025)
- We've supported over 1,600 founders through company incorporation in Hong Kong and Singapore
- The process is fully remote — you do not need to be in Singapore to complete it
- The nominee director is automatically replaced if the assigned individual becomes unavailable, so you never trip Section 145
- You can also get a Singapore business account and accounting service, all in one place
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FAQs
How much does a nominee director cost in Singapore?
Standalone nominee director services from professional providers typically cost SGD 1,500 to SGD 5,000 per year, with most reputable firms charging SGD 2,400 to SGD 3,500. Most providers also require a refundable security deposit of SGD 1,000 to SGD 5,000. If you incorporate through a provider like Statrys, the nominee director is included in the incorporation package (Statrys: SGD 4,095) at no separate cost.
Is a nominee director legal in Singapore?
Appointing a nominee director is legal when arranged through an ACRA-registered Corporate Service Provider. Since 9 June 2025 (CSP Act 2024), nominee director services provided commercially must go through a registered CSP, which is required to conduct a fit-and-proper assessment before appointment. Informal commercial arrangements outside a CSP are illegal under the new rules.
Can a nominee director control my company?
No. A nominee director's role is strictly compliance-focused. They cannot make commercial decisions, access your bank accounts, hire or fire staff, or override the executive directors on ordinary business matters. Ownership and operational control remain entirely with the beneficial owner. The exception is narrow — a nominee can refuse to sign something that would cause them to breach their own statutory duties.
Can a foreigner be a director of a Singapore company?
Yes — you can hold 100% of the shares and serve as an executive director of a Singapore company as a foreigner. But Singapore law still requires at least one director who is ordinarily resident in Singapore. Foreign founders typically meet this either by appointing a nominee director, or by obtaining an Employment Pass / EntrePass and serving as their own resident director once they relocate.
Does a nominee director appear in public records?
The nominee director's status is publicly visible on the company's ACRA business profile as of 16 June 2025. The nominator's identity is filed with ACRA but is not public — it is accessible only to public agencies (ACRA, law enforcement, IRAS, etc.) for the administration or enforcement of written law.
What's the difference between a nominee director and a corporate secretary?
A nominee director satisfies the legal requirement that every Singapore company has a locally resident director on its board. A corporate secretary handles compliance administration — annual returns, statutory registers, AGMs, BizFile filings. Both are legal requirements for every Singapore company, but the two roles serve different functions and are governed by different sections of the Companies Act.
Can I replace my nominee director later?
Yes. Most founders treat a nominee director as a temporary bridge — replacing them once they relocate to Singapore, hire a local director, or bring in a Singapore-based co-founder. The replacement must be a qualified resident director, and the cessation and new appointment must be filed with ACRA within 14 days. The Register of Nominee Directors must be updated within 2 business days.
What happens if my nominee director resigns?
Section 145 requires at least one locally resident director at all times. You must appoint a replacement before or simultaneously with the resignation taking effect. With a professional CSP, replacement is automatic; with an informal arrangement, you risk an immediate compliance breach. Penalties for sustained non-compliance can reach SGD 25,000 per breach plus personal liability for company debts incurred during the period of non-compliance.
Do I need to pay a nominee director CPF or a salary?
No. The nominee director is paid an annual service fee under the agreement — not a salary. There is no employer–employee relationship, so no CPF contributions are required. The fee is paid to the CSP (or directly to the individual if appointed through the CSP), and is typically billed annually in advance.
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Disclaimer
Legal Disclaimer: This article is for informational purposes only and does not constitute legal, regulatory, tax, or professional advice. Requirements under the Corporate Service Providers (CSP) Act 2024 and the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 are subject to change. Penalty amounts, filing deadlines, and procedural requirements described in this article reflect the regulatory position as of May 2026 and should be verified against current legislation before reliance. For advice on your specific situation, contact an ACRA-registered Corporate Service Provider or a qualified Singapore lawyer.
