What is a Nominee Director in Singapore & Do You Need One? [2026]

2026-01-23

8 minute read

Illustration of a businessperson holding a phone with the Singapore flag in the background.

Key Takeaways

A nominee director in Singapore is a person appointed to fulfil the legal requirement of having at least one local director for a company. They typically don't participate in the company's operations or decisions.

If you are a foreigner or do not have a local resident partner to serve as a director, appointing a nominee director is a common way to meet this requirement.

Using a professional corporate service provider, like Statrys, can help you meet legal requirements and simplify the company incorporation process.

Before you can incorporate a company in Singapore, there’s a key legal requirement : every Singapore-registered company needs at least one local director.

For foreign founders without a local resident partner, this can be a challenge. That’s where a nominee director becomes essential.

This guide will walk you through what nominee directors are, why they matter for international business owners in Singapore, and how to appoint one properly to ensure compliance and a smooth start.

What is a Nominee Director?

In Singapore, a nominee director is a local resident appointed to a company’s board to fulfil the legal incorporation requirement of having at least one director based in Singapore. They are especially common in foreign-owned businesses where the founders are based overseas.

Typically, nominee directors are appointed to meet residency and corporate governance obligations and do not take on an executive management role. However, they are still legally recognised as company directors under Singapore law and carry the same legal duties and responsibilities.

Does Your Company Need a Nominee Director?

You need a nominee director if your company does not have a locally resident director.

Under the Singapore Companies Act 1967, to legally register and maintain a company in Singapore, you must have at least one director who lives in Singapore at all times. This can be a Singapore citizen, permanent resident, or an approved Employment Pass or EntrePass holder with a local residential address in Singapore.

If none of the company’s directors meet this requirement, you must appoint a nominee director to incorporate and avoid non-compliance. 

If you already have a qualifying local resident director, you do not need a nominee director.

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Role of a Nominee Director

A nominee director’s role is to help your company meet its legal and regulatory requirements by acting as the local director required under Singapore law. They are not involved in running your business or making day-to-day business decisions.

In general, the responsibilities of a nominee director in Singapore include:

  • Serving as the local resident director on record for your company
  • Helping ensure your company meets its statutory and regulatory obligations
  • Fulfilling director-level responsibilities required under Singapore law, such as attending meetings when required

Although the role is not an executive director, a nominee director is still legally treated as a director of the company. This means they owe the same fiduciary duties as any other director, including acting in the best interests of the company and avoiding conflicts of interest.

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How a nominee director supports more than compliance

Local familiarity
A Singaporean nominee director understands how local rules are applied by the corporate regulatory authority, which can help you avoid simple mistakes that lead to non-compliance.

Practical privacy
Using a nominee director can reduce your public visibility on certain records. However, they do not make you anonymous or limit access by regulators.

Local point of contact
Having a resident director can make basic administrative coordination easier, including responding to formal notices, annual general meetings, or due diligence requests from banks and authorities.

Nominee Director vs Nominee Shareholder vs Company Director

Now that the role of nominee director has been covered. Let’s quickly look at the differences between a nominee director, a company director, and another similarly named role you may come across called “the nominee shareholder.”

Role Key Function Authority & Rights Purpose
Nominee Director Board member to meet residency law Limited management authority Legal compliance
Nominee Shareholder Holds shares on behalf of the real owner No ownership or control rights Privacy and confidentiality
Company Director Manages and makes company decisions Full management authority Company leadership and strategy

A person may be both a nominee director and a nominee shareholder, but the legal duties and risks are different.

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Tip: A nominee director is different from a corporate secretary. A nominee director fulfils the legal residency requirement without management authority, and the corporate secretary handles compliance tasks, such as filing annual returns

Who Can Be a Nominee Director in Singapore?

To qualify as a nominee director in Singapore, an individual must meet all of the following conditions:

  • Be a Singapore citizen, permanent resident of Singapore, EntrePass holder, or Employment Pass (EP) holder with a local residential address in Singapore.
  • Be at least 18 years old and of full legal capacity to act as a director.
  • Have a clean criminal record and must not be subject to disqualification from acting as a director of a company.
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If You Are an Employment Pass (EP) Holder

If you hold an Employment Pass, you can be appointed as a nominee director only with approval from the Ministry of Manpower (MOM) by applying for a Letter of Consent (LOC). The process typically takes around five weeks, and you are expected to carry out director duties once appointed.

MOM usually approves an LOC only when the company has a clear ownership or control link to your employer, as reflected in ACRA records, and the director role is directly related to your main job.

If you are considering using an EP holder as your nominee director, note that this is only possible after the company has been incorporated, since a business must already exist before it can sponsor an EP or LOC.

How to Appoint a Nominee Director

After understanding the nominee director’s eligibility criteria and responsibilities, it is time to appoint one.

Here are the steps to appoint a nominee director:

1

Choose a Suitable Nominee Director 

Start by deciding who you want to appoint as your nominee director. This could be someone you already trust, a business partner who meets the requirements, or a professional firm that provides nominee director services.

Who you choose matters. A nominee director is legally registered as a director of your company, so it is important to pick someone reliable, experienced, and comfortable with their responsibilities. Familiarity alone is not enough.

It’s critical to prioritise trust over familiarity when appointing a nominee director for your business. While choosing someone you know is tempting, the real key is finding someone who can genuinely be relied upon to uphold your company’s best interests, especially with their name on your official documents.

Author Image
Bertrand Théaud
Founder, Statrys

2

Sign a Nominee Director Agreement

The next step is to put the arrangement in writing by setting out the terms in a nominee director service agreement.

Singapore law does not require a fixed template for this agreement. Its purpose is to clearly set out the role and its limits, so both sides know what to expect.

A typical agreement covers:

  • What the nominee director is responsible for
  • Confidentiality and information handling
  • Limits on day-to-day or operational involvement
  • How the arrangement can be ended or changed

If the agreement describes the role as non-executive, this only limits day-to-day involvement. It does not remove or reduce the nominee director’s legal duties as a company director under Singapore law.

Before signing, make sure both you and the nominee director are aligned. Once signed, the agreement has legal effect and should be treated seriously by both the nominee director and the company’s founder or beneficial owner who appoints them.

3

Register the Nominee Director with ACRA

Once you have agreed on the appointment and the terms are in place, the next step is to register the nominee director with ACRA through BizFile. You need to do this whether the nominee director is appointed at incorporation or after the company is set up.

When you register the appointment, you submit key details to ACRA, including:

  • The nominee director’s personal details (such as name, identification, and address)
  • The effective date of the appointment or cessation (when it starts or ends)

Supporting documents, such as nominee director agreements or internal approvals, are usually kept for your own records. They do not need to be uploaded, but must be available if regulators ask to review them.

You must also keep a Register of Nominee Directors, which is a private internal record kept at your registered office or with your filing agent. Any changes must first be updated in this private register and then filed with ACRA via BizFile within 2 business days.

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Note: If you plan to remove or replace a nominee director, follow the process set out in your nominee agreement or articles of association. Make sure you have a new local resident director in place first, as your company must always have one on record. Then update the company officer details with ACRA within 14 days.

Where to Find a Nominee Director

You can appoint a nominee director in different ways, depending on whether you want to handle the setup and compliance yourself or work with external support.

Many foreign founders work with a corporate service provider, particularly if they are based overseas. This way, the nominee director, incorporation, and ongoing compliance are all handled together, instead of dealing with different parties.

Appointing an Individual Nominee Director

You can appoint an individual nominee director yourself, for example, a trusted contact or business associate, as long as they meet Singapore’s residency and eligibility requirements.

This option makes sense only if you are prepared to manage the paperwork yourself, including the nominee director agreement, ACRA filings, and ongoing compliance. You remain fully responsible, so it works best if you are hands-on and trust the nominee director.

If you are an entrepreneur managing the company from overseas, this approach usually requires more active oversight to avoid missing compliance obligations.

Using a Corporate Service Provider

For most foreign founders, the easiest way to appoint a nominee director is through a licensed corporate service provider. These providers usually handle company incorporation too, so the nominee director is included as part of their overall service.

They also take care of the paperwork, from preparing incorporation documents to handling compliance and ongoing filings, which saves you time and helps keep costs simpler over time.

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Why use a company incorporation service provider?

Centralised setup and compliance
Nominee director arrangements involve multiple steps and filings. Using one provider keeps incorporation, nominee director setup, and compliance requirements organised under a single point of contact.

Easier to manage from overseas
If you are based outside Singapore, working with one provider reduces the need to coordinate between different individuals, agents, and authorities across time zones.

Ongoing compliance support
Nominee director obligations continue after incorporation. Providers usually help you handle updates when directors change or nominee arrangements are revised.

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Note: Not all providers offer the same level of support. Before choosing one, it helps to compare what different company incorporation services in Singapore actually include

How Much Does a Nominee Director Cost?

In Singapore, nominee directors are paid an annual service fee, not a salary. Even if their role is described as limited or non-executive in an agreement, the law still treats them as full company directors. Because they carry the same legal responsibilities and risks, their fees are higher than standard administrative support.

For most foreign-owned companies, fees typically range from SGD 1,500 to SGD 5,000 per year, with most reputable providers charging closer to SGD 2,400 to SGD 3,500, depending on what’s included. 

Most providers also ask for a refundable security deposit, usually SGD 1,000 to SGD 5,000. This is separate from the yearly fee, and you will get it back when the nominee director steps down, as long as the company has not run into any compliance problems.

Where does this number come from?

Standalone Fees vs Bundled Incorporation Packages

Here is where the price difference really comes from.

If you arrange a nominee director on its own, you are paying just for that one role. Nothing else is bundled in, which is why the cost is typically higher.

With a bundled incorporation package, the nominee director is included as part of the full setup. Everything is handled at the same time, which usually brings the overall cost down.

As an example, Statrys offers a Singapore incorporation package at SGD 3,500. That price covers the core requirements and more, including:

  • Nominee director (1 year)
  • Company secretary (1 year)
  • Registered office address
  • ACRA registration and statutory setup
  • Registered Filing Agent (required if you don’t have a SingPass ID)
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Tip: A nominee director is just one requirement. So why pay as much as SGD 5,000 for that alone? With Statrys, you can get all incorporation essentials sorted for SGD 3,500. Everything is included in one package.

Potential Risks of Appointing a Nominee Director in Singapore

Appointing a local director in Singapore can help your business meet legal requirements, but it’s not without risks. Here are a few things to keep in mind:

  • More legal responsibility:
    A nominee director sits on the board of directors and owes full fiduciary duties to the company. If compliance or legal issues arise from their role, regulators may review your company’s governance and filings as a whole, not just the nominee director alone.
  • Limited control in edge cases:
    When uncommon situations arise, a nominee director can say no if a decision looks legally risky to them. Even as the owner, you cannot force approval. This does not happen often, but it can slow or block key actions.
  • Operational delays:
    If a nominee director spots a compliance issue, they may step down or stop acting. Without a resident director, your company becomes non-compliant and everyday processes like filings, banking, and approvals can get stuck.
  • Limited privacy:
    A nominee director can help keep your name off some public records, but it does not make you invisible. Nominee status can still come up during banking, audits, or regulatory checks.
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Did you know? You can incorporate a company in Hong Kong with all foreign directors. If you prefer not to appoint a nominee director, consider exploring Hong Kong as an alternative. Find out more in our comprehensive Hong Kong vs Singapore comparison.

How Statrys Helps You Set Up and Stay Compliant in Singapore

For foreign founders, appointing a nominee director is usually part of the process. The simplest way to handle it properly is to have an experienced provider manage it for you.

With Statrys, the nominee director is already included in our Singapore incorporation package, at no extra cost. This means you avoid the average annual fee of at least SGD 2,400 that most companies pay for this service.

Beyond that, we also offer you company secretary services and provide a registered address in Singapore, so you don’t have to worry about these mandatory requirements. Everything you need is included in a single, transparent price.

From your side, the process is simple. You provide the details and documents, and we handle the incorporation, filings, and electronic signing. Everything can be completed online, even if you’re managing the company from overseas.

Register your Company in Singapore

One package, all included. Everything you need to get your business started.

10% discount promotion for Statrys company registration service in Singapore

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FAQs

What is a nominee director in Singapore?

A nominee director in Singapore is an individual appointed to fulfil the legal requirement of having at least one local resident director for company incorporation. They usually don’t participate in daily business operations or decision-making but serve mainly to comply with legal incorporation rules.

Do I need a nominee director?

Is there a difference between a regular director and a nominee director?

What is the difference between a nominee director and a nominee shareholder?

Is a nominee director illegal in Singapore? 

What are the risks of appointing a nominee director in Singapore?

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