Singapore’s nominee director landscape changed materially on 6 May 2026, the date the Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) came into force. For years, nominee directors operated in a relatively low-stakes environment — but CALA 2025 has quadrupled the maximum fine for breaching director duties, criminalised informal nominee arrangements, and tightened the entire ecosystem around who can provide nominee director services and on what terms. If you are currently serving as a nominee director, or if your company relies on one, there are five things you must understand immediately.

This article focuses specifically on what CALA 2025 means for nominee directors — building on our earlier overview of the CALA 2025 commencement and its broader impact on all Singapore directors. If you want to understand nominee director obligations in a broader context, see also our guide on nominee directors in Singapore: legal requirements, risks and how they work.

1. The Maximum Fine for Breaching Director Duties Has Quadrupled to S$20,000

Under the Companies Act (Cap. 50), every director — including a nominee director — owes the company a duty of care, skill and diligence (Section 157), a duty to act in the best interests of the company (Section 156), and a duty to avoid conflicts of interest. Before CALA 2025, the maximum fine for breaching these core duties was S$5,000. That figure has now increased fourfold to S$20,000, with the option of up to 12 months’ imprisonment, or both.

For nominee directors who historically treated the role as a low-risk administrative function, this change demands a reassessment. Lending your name to a board without genuine oversight — without receiving board papers, without attending or at least considering key resolutions, without understanding the company’s material obligations — now exposes you to significantly higher personal liability. Courts have long held that nominees are not permitted to abdicate their statutory duties simply because a beneficial owner gives instructions. CALA 2025 puts sharper teeth on that principle.

Nominees should ensure they receive timely copies of board resolutions, financial statements, and major contracts. If you cannot get that information, you should not be on the board.

2. Money Laundering Convictions Now Trigger Automatic Director Disqualification

CALA 2025 has expanded the list of automatic disqualification triggers under Section 148A of the Companies Act. Previously, automatic disqualification attached primarily to undischarged bankrupts and those convicted of dishonesty-related offences. As of 6 May 2026, a conviction for money laundering offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 (CDSA) now triggers automatic disqualification from holding any directorship in Singapore.

This change is particularly relevant for nominee directors because they are often appointed by foreign principals whose background may not be fully scrutinised. A nominee who continues to serve as a director after a disqualifying event — whether or not they are aware of it — is acting in breach of the Act. The obligation is on the individual to ensure they remain eligible.

Nominees should ensure their own AML/KYC checks are current, and that the Corporate Service Provider (CSP) that manages their appointment is screening appropriately. To understand when directors can be disqualified more broadly, see our guide on when a director can be disqualified in Singapore.

3. Informal Nominee Arrangements Are Now Illegal — Nominees Must Be Appointed Through a Registered CSP

This is arguably the most operationally significant change introduced by CALA 2025 for the nominee director market. Under the Corporate Service Providers Act 2024 — which commenced alongside CALA 2025 — any person or entity providing nominee director services “by way of business” must be registered with ACRA as a Corporate Service Provider under the CSP registration regime.

The effect of this is clear: informal nominee arrangements — where a friend, a business associate, or an unregistered individual serves as nominee director without going through a registered CSP — are now illegal. The penalties for operating as an unregistered CSP providing nominee director services are severe: a fine of up to S$50,000 and imprisonment of up to two years, or both.

For companies currently relying on informal nominee arrangements, the action required is immediate:

  • Confirm that your nominee director is provided by, or managed through, an ACRA-registered CSP.
  • If the arrangement is informal, it must be restructured through a registered CSP without delay.
  • Check ACRA’s BizFile+ to verify that the CSP is listed on the public register of registered corporate service providers.

At Raffles Corporate Services, our nominee director arrangements are provided through a properly registered CSP structure, with full AML/CFT due diligence and documented nominee agreements that comply with the updated requirements.

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

CALA 2025 also amends the Companies Act to require that audit reports identify by name the public accountant primarily responsible for the audit engagement, not merely the audit firm. This brings Singapore into line with international best practice under IAASB standards and increases personal accountability in the audit process.

For nominee directors serving on the boards of companies that are subject to audit, this change has a governance implication: the audit committee and the board now have a named individual to engage with on audit matters, and the nominee director cannot simply rubber-stamp the appointment of an audit firm without satisfying themselves that appropriate oversight is in place.

Nominees sitting on boards of companies that require an audit should familiarise themselves with the company’s auditor arrangements and engage with the named public accountant on material findings. This is not merely procedural — it goes to the exercise of reasonable care and skill required under Section 157 of the Companies Act. For a broader view of annual compliance obligations, the Singapore Company Compliance Calendar 2026 sets out all key filing and governance deadlines.

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

Many nominee director arrangements include a Deed of Indemnity from the beneficial owner — an agreement that the beneficial owner will indemnify the nominee against any liability arising from the nominee’s service on the board. These deeds are commercially common and not inherently problematic, but they do not shield a nominee from personal criminal liability under the Companies Act.

If a nominee director is convicted of breaching their director duties — for example, by signing off on a fraudulent transaction at the beneficial owner’s direction — no private contractual indemnity will prevent prosecution or a court-ordered penalty. The statutory duty runs directly between the director and the company (and by extension, the state), and no private arrangement between the director and a third party can override it.

Nominees should therefore review their Deeds of Indemnity to ensure they are from creditworthy counterparties, are properly executed, and cover a sufficiently broad range of scenarios. However, they must also understand that the indemnity is a backstop for civil liability — not a shield against criminal prosecution for wilful misconduct or negligence in breach of the Companies Act.

If you need legal advice on the scope of your nominee director indemnity arrangements and what CALA 2025 means for your specific situation, it is worth obtaining a legal review before continuing to serve.

What Nominee Directors Should Do Now: A Practical Checklist

Given the material changes introduced by CALA 2025, here is a practical checklist for any individual currently serving as a nominee director in Singapore:

  • Verify your appointment structure. Confirm that your nominee directorship is managed through an ACRA-registered CSP. If it is not, act immediately to regularise the arrangement.
  • Review your Deed of Indemnity. Ensure it is current, properly executed, and provided by a creditworthy beneficial owner. Obtain updated documentation if the original deed pre-dates CALA 2025.
  • Establish information flows. Ensure you receive board resolutions, financial statements, and material contracts on a timely basis. You cannot discharge your duty of care without information.
  • Screen yourself for disqualification triggers. Confirm you are not subject to any of the expanded disqualification triggers under the Companies Act as amended.
  • Review your D&O insurance. With the maximum fine now at S$20,000, your directors’ and officers’ liability insurance should reflect the higher exposure.
  • Know when to resign. If you are not receiving adequate information, if the beneficial owner is unresponsive, or if you have concerns about the company’s activities, the safest course is to resign and file the appropriate ACRA notifications promptly.

The Register of Nominee Directors maintained by ACRA is a statutory record — your appointment, and any changes to it, must be properly reflected at all times.

Conclusion: CALA 2025 Has Raised the Bar for Every Nominee Director in Singapore

CALA 2025 is not a technical amendment — it represents a material elevation of standards for nominee directors operating in Singapore. The fourfold increase in maximum fines, the criminalisation of informal arrangements, the expanded disqualification triggers, and the named-auditor requirement collectively signal that Singapore expects higher accountability from everyone on a board, regardless of the nature of their appointment.

If you are a beneficial owner relying on a nominee director, now is the time to ensure your arrangement is compliant, documented, and managed through a registered CSP. If you are a nominee director yourself, the five points above are your immediate action list.

For the latest Singapore business and regulatory news relevant to directors and business owners, there are useful resources available to stay informed.

Beyond compliance, sound financial planning and investment decisions are equally important considerations for business principals and nominee directors navigating Singapore’s corporate landscape.

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