Written by Sneha, Corporate Secretary Lead company secretary professional with experience in governance and compliance across multinational corporations, law firms, and startups in Hong Kong. Last reviewed March 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. If none of your current directors qualifies, you need a nominee director to incorporate.
A nominee director carries the same statutory legal duties as any other director under the Companies Act. They do not manage your business, access your funds, or override your decisions.
Standalone nominee director services cost SGD 1,500 to SGD 5,000 per year. Bundled with a full incorporation package such as Statrys at SGD 3,500, the nominee director is already included.
You have decided to incorporate in Singapore. Then you find out every company needs at least one director who actually lives here. It turns out you do not have one.
As a Company Secretary Lead at Statrys, I have seen this happen to over 1,600 founders I helped set up companies across Singapore. If you are based overseas, that means you need to understand exactly what appointing a nominee director means for your control of the company, your compliance obligations, and your costs before you commit.
Singapore's regulatory environment changed significantly in mid-2025. Two new laws now govern how nominee directors are appointed and disclosed. This guide covers what those changes mean in practice, what a nominee director can and cannot do, what you should expect to pay, and the step-by-step process under the current rules.
Disclaimer: This guide draws on Statrys' experience supporting over 1,600 founders through company incorporation in Hong Kong and Singapore. Information reflects real client cases handled by our Company Secretary team, current ACRA regulations, and publicly available legislative sources as of April 2026
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 decisions on your behalf.
Under Singapore law, a nominee director carries the same legal status as any other company director, including the same fiduciary duties. This is not a formality role in the legal sense, even if it is in the practical sense. The nominee director must act in the company's best interests, avoid conflicts of interest, and not breach their legal 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 'nominee' status describes the arrangement. 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 Singapore Companies Act, every company registered in Singapore must have at least one director who is ordinarily resident in Singapore at all times.
That residency requirement can be met by any of the following:
- Singapore citizen
- Singapore Permanent Resident (PR)
- EntrePass holder (a Singapore work pass for foreign entrepreneurs)
- Employment Pass (EP) holder with a local residential address in Singapore, only after obtaining a Letter of Consent (LOC) from the Ministry of Manpower (MOM)
If you already have a co-founder, business partner, or trusted individual who meets any of these criteria and is willing to serve as a director, you do not need a nominee director.
If you do not, a nominee director is not optional. It is a legal requirement. You cannot register a company with ACRA (the Accounting and Corporate Regulatory Authority) without at least one locally resident director.
What Does a Nominee Director Actually Do and Not Do?
A nominee director's job is to satisfy Singapore's legal requirement for a locally resident director. This gives your company legal standing to operate in Singapore. However, it does not give the nominee director any authority over your business, finances, or decisions.
Here is exactly what that means in practice:
| What a Nominee Director Does | What a Nominee Director Cannot Do |
|---|---|
| Appears as a director on ACRA's public business profile and your company's internal records | Make operational or commercial decisions without your authorisation |
| Fulfils the residency requirement under Section 145 of the Companies Act | Access your company's bank accounts or move funds |
| Attends board meetings or signs resolutions when required for formal company business | Override your instructions as the beneficial owner on ordinary business matters |
| Receives formal correspondence from regulators, courts, or government agencies | Act without instructions from the nominator (usually the business owner) |
| Exercises their legal judgment when asked to approve documents or resolutions | Be the authorised signatory for company bank accounts |
| Ensures regulatory filings like annual returns and tax returns are submitted on time | Make independent business decisions |
| Convenes annual general meetings (AGMs) as required | Block you from removing them, as long as you follow the process |
Important: The exception to 'cannot override you' is when the nominee director believes an action would cause them to breach their legal duties as a director. In that case, they can refuse. This rarely happens in practice, but it is a real scenario. A professional corporate service provider with a well-drafted nominee director agreement will set out exactly when and how they exercise their own judgment.
Nominee Director vs Nominee Shareholder vs Company Director
The roles of a nominee director, company director, and nominee shareholder may overlap in name but are legally distinct. A nominee director is there when your company needs a Singapore resident to be legally registered. A company director runs the business and makes decisions. A nominee shareholder holds shares on behalf of the real owner.
| Role | Primary Function | Authority and Rights | Main Purpose |
|---|---|---|---|
| Nominee Director | Board member to meet local residency requirement | Limited management authority; no operational involvement | Legal compliance |
| Company Director | Manages the company and makes decisions | Full management authority | Leadership and strategy |
| Nominee Shareholder | Holds shares on behalf of the real owner | No beneficial ownership or control rights | Privacy and confidentiality |
Tip: A nominee director and a nominee shareholder are separate arrangements. One person can serve in both roles, but the legal obligations are different. A nominee shareholder arrangement involves Declarations of Trust and beneficial ownership documentation that is separate from a nominee director agreement.
A nominee director is also not the same as a corporate secretary. A corporate secretary in Singapore handles compliance administration, filing annual returns with ACRA via Bizfile, maintaining registers, and organising AGMs. The roles serve different legal functions, and both are legal requirements.
Who Qualifies to Be a Nominee Director in Singapore?
An individual must meet all of the following criteria to act as a nominee director:
- Be a Singapore citizen, Permanent Resident, EntrePass holder, or EP holder with a Singapore residential address
- Be at least 18 years old and of full legal capacity
- Have a clean record, with no current disqualification from acting as a company director under Singapore law and no relevant criminal convictions
- Pass a fit and proper assessment conducted by the appointing ACRA-registered CSP (required under the CSP Act 2024, effective 9 June 2025)
Who Cannot Be a Nominee Director
A person is disqualified from acting as a nominee director if they are:
- An undischarged bankrupt
- Convicted of a crime involving fraud or dishonesty that carries a prison sentence of more than three months
- Convicted of three or more ACRA filing offences
- Involved with three or more companies that ACRA struck off its register within the past five years
- Disqualified from acting as a director on grounds of national interest or national security
- Disqualified as an unfit director of an insolvent company
- Disqualified for failing to file tax returns
Employment Pass Holders
If the person you are considering as a nominee director holds an Employment Pass, they first need a Letter of Consent (LOC) from the Ministry of Manpower (MOM) before they can be appointed. The LOC application typically takes around five weeks, though MOM does not publish a fixed processing 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. Note that the company must already be incorporated before it can sponsor an EP or apply for an LOC. This means that the EP holder cannot serve as the director at incorporation.
Note: Using an EP holder as a nominee director is possible but operationally complex. For most foreign founders, a professional CSP is the simpler and faster path.
Singapore Nominee Director Regulations (2025-2026)
Under the Corporate Service Providers (CSP) Act 2024, all businesses providing nominee director services commercially must be registered with ACRA as a Corporate Service Provider (CSP).
Key rules introduced:
- 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
- Informal arrangements, including asking a friend, employee, or business associate to act as your nominee director, are no longer compliant under this framework.
Penalties for violations:
| Violation | Who Is Liable | Maximum Penalty |
|---|---|---|
| Acting as nominee director without a CSP arrangement | The nominee director | SGD 10,000 fine |
| Arranging an unvetted nominee director (no fit and proper assessment) | The CSP | SGD 100,000 fine |
| Operating as an unregistered CSP providing nominee services | The service provider | SGD 50,000 fine and/or 2 years' imprisonment |
Good to Know: For foreign founders, this means all nominee director arrangements must go through a licensed, ACRA-registered CSP. You cannot appoint a personal contact informally and expect it to be legally compliant. The CSP is responsible for vetting the nominee and ensuring the arrangement meets regulatory standards.
CLLPMA Act 2024 (Effective 16 June 2025)
Under the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024, all Singapore companies are now required to:
- Maintain a private Register of Nominee Directors (ROND) at their registered office
- Submit nominee director and nominator details to ACRA's Central Register via BizFile
- File any updates to the ROND with ACRA within 2 business days of any change
- New companies incorporated on or after 16 June 2025 must file this information at the time of incorporation
- Existing companies were required to comply by 31 December 2025
On public visibility: the nominee director's status is publicly visible on the company's ACRA business profile. The nominator's identity remains confidential — it is accessible only to public agencies such as ACRA and law enforcement.
Penalties for non-compliance with the ROND requirement have increased from SGD 5,000 to SGD 25,000 per breach.
How to Appoint a Nominee Director in Singapore?
Under the CSP Act 2024, nominee director services provided commercially must be arranged through an ACRA-registered CSP. For most foreign founders incorporating remotely, a professional provider is the practical and compliant choice. Most CSPs offer nominee director services as part of a company incorporation or compliance package.
When choosing a provider, look for:
- ACRA-registered CSP status (this is a legal requirement, not a quality signal)
- A clear, written nominee director agreement
- Transparent pricing with no hidden fees
- A documented fit and proper assessment process
- Experience handling incorporation and compliance for foreign founders
The appointment process involves the following steps:
- Engage an ACRA-registered CSP. The CSP will arrange the nominee director on your behalf. Under the CSP Act 2024, all commercial nominee director appointments must go through a registered CSP.
- Complete the CSP's due diligence process. The CSP will conduct KYC checks and carry out a fit and proper assessment of the nominee director before appointment. This is a legal requirement under the CSP Act 2024.
- Sign a nominee director agreement. A formal written contract that must cover: the scope of the nominee director's role and what they will not be involved in, confidentiality obligations on both sides, how the arrangement can be ended and what notice is required, and what happens if either party needs to exit the arrangement. The agreement should be detailed and written in plain language to avoid ambiguity.
- Register with ACRA via BizFile. The appointment must be filed within 14 days of the appointment date. For new company incorporations, this is done at the time of incorporation.
Update the Register of Nominee Directors (ROND). The company must maintain the private ROND and submit the required details to ACRA's Central Register. Any subsequent changes must be filed within 2 business days.
Important: Singapore law does not prescribe a specific format for the nominee director agreement. 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 legal duties under the Companies Act. Both sides should understand this before signing.
1
What Must Be Recorded After Appointment
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.
Once appointed, the nominee director's details must be entered in the company's private Register of Nominee Directors (ROND). This register must include:
- Full names (and aliases if any), residential and official addresses, nationalities, identity card numbers, dates of birth, and date of nomination
- The nominator's details, including name, address, and Unique Entity Number (UEN) if the nominator is a corporate entity
- This information must also be submitted to ACRA's Central Register via BizFile
- Any changes must be filed with ACRA within 2 business days
ACRA can request an inspection of the ROND at any time. Failure to maintain the register, or to produce it on request, can result in fines of up to SGD 25,000 per breach which increased from the previous SGD 5,000 under the CLLPMA Act 2024.
The nominee director's status is publicly visible on the company's ACRA business profile. The nominator's identity is not public and is accessible only to law enforcement and authorised public agencies.
How Much Does a Nominee Director Cost in Singapore?
Nominee directors in Singapore 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 are accepting, not just administrative time.
| Provider Type | Annual Fee Range | Security Deposit |
|---|---|---|
| Individual nominee (someone you know personally) | Negotiated; no fixed market rate. Note: this option requires additional compliance steps under the CSP Act 2024. | Negotiated |
| Standalone corporate service provider | SGD 1,500 to SGD 5,000 per year (most reputable firms: SGD 2,400–3,500) | SGD 1,000 to SGD 5,000 (refundable) |
| Bundled incorporation package (e.g. Statrys SGD 3,500) | Included — no separate annual fee for year one | Included |
Most reputable providers charge SGD 2,400 to SGD 3,500 per year when booked as a standalone service. The security deposit is separate and returned when the nominee director steps down, provided the company has no outstanding compliance issues.
The fee difference between standalone and bundled arrangements is straightforward. A bundled incorporation package covering the nominee director, company secretary, registered address, and ACRA registration together usually works out to a lower total cost because the provider handles everything in one engagement.
Tip: Statrys' Singapore incorporation package is priced at SGD 3,500 and includes a nominee director for year one, a corporate secretary, a registered office address, and full ACRA registration. The full setup is included in one package so you're not paying SGD 2,400 or more for a nominee director alone.
Risks of Appointing a Nominee Director and How to Manage Them
Despite holding a non-executive position, a nominee director carries the same statutory responsibilities as any other director under the Companies Act. Knowing the risks, and what to put in place for each, matters before you proceed.
| 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 nominee director. | Keep compliance current. File annual returns on time. Work with a provider that monitors your obligations, not just the nominee director's role. |
| Nominee director refuses to sign | If the nominee director believes a resolution carries legal risk for them personally, they can decline to approve it. This is rare, but it can delay an action. | Use a professional CSP with a clear agreement that sets out the escalation and resolution process when disagreements arise. |
| Operational disruption if they exit | If the nominee director resigns without a replacement in place, your company has no locally resident director. | See the section below on what to do when a nominee director exits. A managed CSP will automatically replace their nominee. |
| Reduced privacy | Since June 2025, nominee status appears on ACRA's public business profile. A nominee director does not hide their involvement from regulators, banks, or serious counterparties. | Do not appoint a nominee director for privacy reasons alone. The arrangement is a compliance mechanism, not a confidentiality tool. |
What Happens If Your Nominee Director Resigns or Is Removed?
This is the scenario most articles skip. It is also one of the more stressful situations a foreign founder can find themselves in, because the window to fix it is zero.
Under Section 145 of the Companies Act, a company must have at least one locally resident director at all times. If your nominee director resigns, the replacement must be appointed before or at the same time as the outgoing director's cessation. There is no grace period.
The moment your company has no locally resident director, it is in breach of the Companies Act. Everyday operations, including bank approvals, regulatory filings, and formal correspondence, can stall until the position is filled.
When a Nominee Director Resigns
- The nominee director gives written notice to the company as set out in the agreement
- The company must appoint a qualified replacement before the resignation takes effect
- Once a replacement is confirmed, the company files a cessation notice and the new appointment with ACRA within 14 days
- The private Register of Nominee Directors must be updated within 2 business days of the change
- ACRA's Central Register must also be 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 articles of association. The nominee director cannot block a lawful removal, but you must have a qualified replacement lined up before you proceed. The removal is filed with ACRA within 14 days of the change.
Many founders use nominee directors as a temporary arrangement. You may replace the nominee director when:
- You relocate to Singapore and become an ordinarily resident director
- You hire a Singapore resident employee who qualifies as a director
- You bring in a Singapore-based co-founder or partner
Note: Working with a professional corporate service provider protects you from this scenario. If their nominee director becomes unavailable for any reason, they replace them with another qualified individual automatically. You do not manage the succession. That is the practical value of a managed arrangement.
What If You Do Not Want a Nominee Director?
If appointing a nominee director is not something you want to take on, the main alternative is incorporating in Hong Kong rather than Singapore.
Hong Kong does not require a locally resident director. A company with an entirely foreign board is fully compliant under the Hong Kong Companies Ordinance. If you or your co-founders are not Singapore-based and the local director requirement is a dealbreaker, Hong Kong is worth examining seriously.
Hong Kong and Singapore both serve as established incorporation destinations for foreign founders with Asian operations. The right choice depends on your business, your clients, your tax position, and where you want your banking relationships. If you are weighing both options, the Statrys guide to Hong Kong vs Singapore covers the practical differences in detail.
Tip: If the nominee director requirement is the only sticking point and you do not have an operational reason to be in Singapore specifically, read the HK vs SG comparison before committing to a jurisdiction.
How Statrys Handles the Nominee Director Requirement
For most foreign founders incorporating in Singapore remotely, the simplest path is to have an experienced provider handle the nominee director as part of the full incorporation setup.
With Statrys, the nominee director for year one is included in the Singapore incorporation package at SGD 3,500. That price covers the nominee director, corporate secretary (for one year), registered office address, ACRA registration and statutory setup, and Registered Filing Agent services which are required if you do not have a SingPass ID.
Statrys has supported over 1,600 founders through company incorporation in Hong Kong and Singapore. The process is handled remotely. You do not need to be in Singapore to complete it. Statrys is an ACRA-registered CSP, fully compliant with the CSP Act 2024 requirements effective June 2025.
Legal Disclaimer: This article is for informational purposes only and does not constitute legal, regulatory, 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 April 2026 and should be verified against current legislation before reliance.
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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 SGD 3,500 incorporation package at no separate cost.
