The Corporate and Accounting Laws (Amendment) Act 2025 (“CALA 2025”) commenced on 6 May 2026, and for nominee directors in Singapore, the changes are not cosmetic. The maximum fine for breaching core director duties has quadrupled, informal nominee arrangements have been made illegal, and automatic disqualification triggers have been expanded. If you serve as a nominee director — or if your company relies on one — these changes demand immediate attention.

This article sets out the five most important things every nominee director in Singapore must know following the commencement of CALA 2025. For a broader overview of all CALA 2025 changes, see our earlier article on what every Singapore director must do now.

1. Director Fines Have Quadrupled — Passive Nominees Are Now Seriously Exposed

Under the previous regime, the maximum fine for breaching core director duties was S$5,000. CALA 2025 has raised this to S$20,000 per breach. This applies to the full range of statutory director duties under the Companies Act (Cap. 50), including:

  • The duty to act honestly and use reasonable diligence (Section 157);
  • The duty to disclose conflicts of interest (Sections 156–157);
  • Record-keeping and statutory compliance obligations.

For nominee directors who have historically treated their role as purely administrative — signing documents without meaningful oversight — this fourfold increase in the financial penalty is a wake-up call. ACRA and the courts have consistently made clear that being a nominee does not diminish the statutory duties owed to the company. A nominee who signs board resolutions without reviewing them, or who allows the beneficial owner to control the company without oversight, is exposed to the same penalties as an executive director.

Our guide to nominee director legal requirements, risks and how it works explains these duties in detail. The bottom line: passive directorship is no longer viable, and CALA 2025 makes this costlier than ever.

2. Nominee Arrangements Must Now Be Through a Registered Corporate Service Provider

One of the most significant changes brought about by the Corporate Service Providers Act 2024 (which came into effect on 9 June 2025, as a precursor to CALA 2025’s broader governance reforms) is that nominee director appointments “by way of business” must now be made exclusively through an ACRA-registered Corporate Service Provider (CSP).

This means:

  • Appointing a friend, business associate, or personal contact as a nominee director — outside a registered CSP framework — is now illegal.
  • The penalties for non-compliance are severe: a fine of up to S$50,000 and/or imprisonment of up to 2 years.
  • For a continuing offence after conviction, an additional daily fine of S$2,500 applies.

This change is designed to bring nominee director services firmly within Singapore’s AML/CFT (anti-money laundering and countering the financing of terrorism) regulatory framework. ACRA-registered CSPs must conduct Customer Due Diligence (CDD) on beneficial owners, maintain AML/CFT policies, and report suspicious transactions.

If your company is currently using a nominee director who was appointed informally — i.e., not through a registered CSP — you must rectify this immediately. See our comprehensive guide to nominee director services in Singapore for guidance on transitioning to a compliant arrangement.

3. Money Laundering Conviction Now Triggers Automatic Disqualification

Prior to CALA 2025, director disqualification in Singapore was primarily triggered by insolvency-related events, fraud, and persistent defaults on statutory obligations. CALA 2025 has expanded the automatic disqualification triggers to include conviction for money laundering offences.

The significance for nominee directors is substantial. Many nominees serve as local resident directors for companies owned by foreign individuals or entities. Where the beneficial owner is involved in financial crime — even if the nominee is unaware — the nominee’s position as a director of that company creates personal exposure. A money laundering conviction (even for a related entity or individual) can now result in the automatic disqualification of all directors connected to the relevant company or transaction.

This underscores the importance of nominees conducting their own due diligence on the companies and beneficial owners they serve. A Deed of Indemnity from the beneficial owner does not protect a nominee from criminal liability or disqualification. The nominee remains a director under Singapore law, with all the attendant duties and risks.

4. Audit Reports Now Name the Lead Public Accountant — Nominees Must Understand the Governance Implications

A less-discussed CALA 2025 change with significant governance implications for nominee directors is the new requirement that audit reports must now name the individual public accountant primarily responsible for the audit engagement.

This change, detailed in our earlier article on the new audit engagement partner naming rule, means that the audit function is now more personally accountable. For nominee directors who sit on boards (or audit committees) of companies with audit obligations, this creates two important considerations:

  • Greater scrutiny of audit findings: Named accountants face personal professional consequences for audit failures. Boards — including nominees — should expect more robust engagement from auditors and more detailed reporting on findings.
  • Nominee oversight obligations: Directors are responsible for engaging with the audit process. A nominee who does not read the audited accounts, does not attend AGMs, and does not engage with the named auditor is failing in their fiduciary duty.

For a practical guide on AGM obligations, see our article on AGM requirements for Singapore companies.

5. Your Deed of Indemnity Does Not Override Your Statutory Duties

Many nominees rely on a Deed of Indemnity from the beneficial owner — an agreement whereby the beneficial owner promises to indemnify the nominee for any losses or liabilities incurred in their role. While such deeds are commercially common and legally enforceable as between the parties, they have critical limitations that every nominee must understand:

  • They do not affect your statutory duties. Your obligations under the Companies Act — including the duty of care, the duty of honesty, and disclosure obligations — are owed to the company and cannot be contractually waived by agreement with the beneficial owner.
  • They do not protect you from criminal liability. If the company is used to commit fraud, money laundering, or other offences, a Deed of Indemnity will not protect you from prosecution. Criminal liability under the Companies Act, the Penal Code, or the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act attaches to individuals personally.
  • They may be commercially worthless. If the beneficial owner is insolvent, flees the jurisdiction, or is themselves convicted of an offence, the Deed of Indemnity may be unenforceable in practice.

The ACRA Register of Nominee Directors (ROND) — explained in detail in our article on the Register of Nominee Directors — is designed to create transparency in nominee arrangements. All companies with nominee directors must lodge the relevant information with ACRA. Failure to maintain ROND records now carries a fine of up to S$25,000, increased from S$5,000 previously.

What Nominees Should Do Now: A Practical Checklist

In light of CALA 2025’s commencement, nominee directors and the companies that use them should take the following steps immediately:

For Nominee Directors

  • Confirm that your appointment is through an ACRA-registered CSP. If not, arrange to transition immediately.
  • Review and update your Deed of Indemnity to ensure it reflects current CALA 2025 obligations and is appropriately drafted.
  • Conduct or request a KYC/CDD review of the beneficial owner and the company’s business activities.
  • Ensure you are receiving board minutes, management accounts, and audited financial statements regularly — passive nominees who receive nothing are failing their oversight duty.
  • Review your D&O (Directors and Officers) insurance coverage to confirm it is adequate in light of the increased maximum fine of S$20,000.

For Companies Using Nominee Directors

  • Check that your nominee director arrangement is through a registered CSP — not a personal contact or informal arrangement.
  • Ensure the ROND has been properly filed with ACRA and is kept up to date.
  • Review the flow of information to your nominee: they must receive sufficient information to discharge their duties.
  • Consider whether your current nominee director arrangement still serves the company’s needs, or whether a resident director with genuine executive involvement is more appropriate.

Conclusion

CALA 2025 has materially raised the stakes for nominee directors in Singapore. The fourfold increase in director fines, the mandatory CSP requirement, expanded disqualification triggers, and enhanced audit accountability together represent the most significant overhaul of director liability rules in Singapore in recent years.

For nominees who have been treating their role as passive, the message from the legislature is clear: Singapore’s governance framework expects genuine oversight, and the penalties for falling short have never been higher.

Whether you are a nominee director seeking to protect yourself, a company looking to appoint a compliant nominee, or a beneficial owner reviewing your existing arrangements, Raffles Corporate Services can assist. Our corporate secretarial team has deep expertise in nominee director services, ACRA compliance, and CALA 2025 implementation.

To speak with the team at Raffles Corporate Services, you can email [email protected] or call, SMS, or WhatsApp +65 8501 7133. We are happy to assist with any queries.

— The Editorial Team, Raffles Corporate Services