The Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) commenced on 6 May 2026, ushering in the most significant reform to Singapore’s Companies Act in years. For most directors, the changes bring stricter accountability standards. For nominee directors specifically, CALA 2025 is a watershed moment — one that fundamentally alters the risk calculus of lending your name to a Singapore board.

If you are a nominee director — or if your company uses one — this article sets out the five things you must know now to remain compliant and protect yourself from personal liability.

This article should be read alongside our comprehensive guide on what CALA 2025 means for all Singapore directors and our overview of nominee director legal requirements, risks and how the arrangement works.

What Is a Nominee Director in Singapore?

A nominee director is an individual appointed to a company’s board to satisfy Singapore’s resident director requirement under Section 145 of the Companies Act (Cap. 50). The beneficial owner — typically a foreign entrepreneur or investor — directs the company’s affairs, while the nominee serves as the formal resident director on ACRA’s records.

Nominee directorship is a lawful and widely used arrangement in Singapore. However, it has never been without legal risk. The nominee remains a director in the eyes of Singapore law, bound by the same fiduciary and statutory duties as any executive director, regardless of any private agreement with the beneficial owner.

CALA 2025 did not create those duties. But it has materially increased the consequences for breaching them — and it has imposed new structural requirements on how nominee arrangements must be set up.

Five Things Every Nominee Director Must Know After CALA 2025

1. Your Maximum Fine for Breaching Director Duties Has Quadrupled

Before CALA 2025 commenced, the maximum fine for breaching core director duties under the Companies Act was S$5,000. From 6 May 2026, that ceiling has risen to S$20,000 — a fourfold increase.

The duties in scope include the duty of care, skill and diligence; the duty to act in the best interests of the company; obligations to disclose conflicts of interest; record-keeping duties; and the duty to ensure the company maintains proper accounting records. These are not obscure statutory obligations — they are the fundamental expectations placed on every director, and nominee directors are fully subject to them.

In practice, this means a nominee who signs off on something without genuine oversight, who fails to flag a conflict of interest, or who allows the company to operate without proper books, now faces a maximum fine that was unthinkable under the old regime. The fourfold increase is a clear legislative signal: nominee directorship is not a paperwork formality. It is a legal office with real accountability.

What nominees should do now: Review the scope of your responsibilities in writing. If the beneficial owner is asking you to approve transactions you do not understand or cannot verify, you have the right — and the legal duty — to seek proper explanations before signing.

2. You Must Be Appointed Through a Registered Corporate Service Provider

This is arguably the most operationally significant change for nominee directors in CALA 2025. Under the Corporate Service Providers Act (now in force), nominee director appointments made “by way of business” must be arranged exclusively through a Corporate Service Provider (CSP) registered with ACRA under the anti-money laundering and countering the financing of terrorism (AML/CFT) framework.

Informal nominee arrangements — where a beneficial owner asks a friend, a business contact, or an unregistered agent to serve as a local director — are now illegal. The penalties for providing nominee director services without being a registered CSP are severe: a fine of up to S$50,000 and/or imprisonment of up to two years.

For nominee directors themselves, the practical implication is clear: if you are serving as a nominee and your appointment was not arranged through an ACRA-registered CSP, your arrangement may not be compliant. You should verify the registration status of the entity that placed you on the board, and if necessary, transition the arrangement to a compliant CSP.

ACRA maintains a public register of registered CSPs at acra.gov.sg. For Singapore companies using nominee directors, this is a non-negotiable compliance check under the current legal framework.

What nominees should do now: Ask for documentary confirmation that the CSP facilitating your appointment is registered with ACRA. Do not assume compliance — verify it.

3. A Money Laundering Conviction Now Triggers Automatic Disqualification

CALA 2025 expanded the list of convictions that automatically disqualify a person from holding a Singapore directorship. A conviction for a money laundering offence — whether in Singapore or overseas — now triggers automatic disqualification from all directorships.

This change has particular relevance for nominee directors, who often serve on boards for companies with international beneficial owners. Where the company’s operations involve cross-border fund flows, trade financing, or complex ownership structures, nominees must conduct enhanced due diligence on the entities and individuals behind the company they serve.

A nominee director who is found to be complicit in, or wilfully blind to, financial crime can face both the automatic disqualification regime and criminal liability under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act. The post-CALA 2025 environment expects nominees to ask harder questions about where company funds come from and where they are going.

What nominees should do now: Ensure your CSP has completed proper AML screening on the beneficial owner and the company before you accept any appointment. If the company’s business model is opaque or the ownership structure is unclear, seek clarification before joining the board.

4. Audit Reports Must Now Name the Responsible Public Accountant

From 6 May 2026, Singapore audit reports are required to identify the public accountant primarily responsible for the audit engagement. Previously, audit opinions were signed in the name of the audit firm. Now, the individual accountant must be named.

While this change is primarily directed at the accountancy profession, it has governance implications for nominee directors on the boards of audited companies. A named auditor introduces a clearer accountability trail — and this means that governance failures identified through the audit (fraudulent accounts, material misstatements, undisclosed related-party transactions) will more readily be traced to both the auditor who signed off and the directors responsible for the financial information.

For nominee directors, this is a reminder that board-level oversight of financial reporting is not a passive exercise. Nominees sitting on audit committees — or who are the sole director of an audited company — must engage meaningfully with audit findings and be in a position to explain their oversight role.

What nominees should do now: Familiarise yourself with the company’s most recent audit report. Understand what the auditor flagged and how management responded. If you need legal advice on your governance obligations as a director, seek independent counsel before problems arise.

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

Most nominee director arrangements are supported by a Deed of Indemnity (DoI) from the beneficial owner. A well-drafted DoI provides the nominee with contractual protection against losses arising from acting on the beneficial owner’s instructions. This private agreement is commonplace and, where properly documented, it is a reasonable commercial safeguard.

However, there is a critical legal principle that every nominee must understand: a Deed of Indemnity does not override your statutory duties under the Companies Act. If ACRA investigates, or a liquidator is appointed, or a creditor brings a claim, the nominee cannot rely on the DoI as a defence to a charge of breaching director duties.

Singapore courts have consistently held that the Companies Act imposes non-delegable duties on directors. A director cannot contractually agree to be indemnified against the consequences of their own breach of statutory duty — such a clause would be void as against public policy. The DoI protects you in the private relationship with the beneficial owner. It does not protect you from ACRA, from the courts, or from a liquidator bringing a claim on behalf of creditors.

Post-CALA 2025, with fines now reaching S$20,000 and criminal exposure for AML breaches, the protections a DoI actually provides must be understood in their proper context.

What nominees should do now: Have your DoI reviewed to ensure it is current and addresses the CALA 2025 changes. Understand precisely what it covers — and what it does not. The best protection against personal liability is not a better DoI. It is carrying out your director duties properly from the outset.

Additional Governance Steps for Nominee Directors Post-CALA 2025

Beyond the five critical changes above, nominees should adopt the following ongoing governance practices:

Maintain a director’s file: Keep records of every resolution you sign, every document you approve, and every question you raised before approving it. In any investigation, contemporaneous records are your strongest protection.

Review your D&O insurance: With fines now at S$20,000, consider whether your Directors’ and Officers’ liability insurance policy provides adequate cover. Many legacy D&O policies were written against the old fine schedule.

Stay current on company filings: Nominees must ensure the company’s annual compliance obligations — annual returns, AGMs, tax filings — are met on time. A director is personally accountable if the company persistently defaults on ACRA filings, regardless of whether the nominee was hands-off on day-to-day operations.

Understand the Register of Nominee Directors: Singapore companies are required to maintain a register identifying the person on whose instructions the nominee is accustomed to acting. Ensure this register is properly maintained.

Review whether the arrangement remains appropriate: If the company’s operations have grown in complexity, scale, or regulatory exposure since the nominee arrangement was first set up, it may be time to reassess whether the structure remains right for all parties.

Conclusion: CALA 2025 Has Changed the Nominee Director Equation

CALA 2025 represents a genuine shift in the legal environment for nominee directors in Singapore. The quadrupled fine ceiling, the mandatory CSP requirement, the expanded disqualification triggers, the named-auditor changes, and the limitations of Deed of Indemnity protection collectively demand that nominees take their position more seriously than ever before.

If you are a foreign entrepreneur using a nominee director arrangement for your Singapore company, now is the time to verify that the arrangement meets the post-CALA 2025 requirements. If you are a nominee director, now is the time to review every aspect of your exposure.

For sound business investment and financial planning decisions, ensuring your Singapore corporate structure is properly governed underpins the value of everything built through it.

For the latest Singapore business and regulatory news, including updates on CALA 2025 implementation, there are useful resources for directors and company owners.

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