Nominee director services — foreigner essentials — Documents required and templates

Nominee director services let a foreign-owned Singapore company satisfy the legal requirement to have at least one locally resident director while the foreign owners retain full control of the business. A nominee director is a non-executive appointee who lends local residency for statutory purposes and does not run the company or hold beneficial ownership of its shares.

Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.

What nominee director services are

Section 145 of the Companies Act 1967 establishes that every Singapore company must have at least one director who is ordinarily resident in Singapore. Foreign entrepreneurs who have not yet relocated frequently cannot meet this on day one, so they appoint a resident nominee director purely to satisfy the requirement. The nominee is a genuine director in law, with the statutory duties that attach to the office, but by agreement does not manage the company’s affairs.

Because the nominee still owes directors’ duties, the arrangement is documented carefully. Founders arranging local staff and passes should read the financial-services sector hiring and EP COMPASS guide, and companies formed as subsidiaries should review subsidiary director and capital pitfalls.

Who needs a nominee director

The service is for foreign-owned companies with no locally resident director — typically overseas founders incorporating in Singapore before relocating, or holding companies with only foreign directors. Once a founder obtains an Employment Pass or EntrePass and becomes ordinarily resident, they can often take over the local-director role and retire the nominee.

Duties, control and safeguards

Even a non-executive nominee owes the duties in section 157 of the Companies Act 1967 to act honestly and use reasonable diligence in discharging the office. Because the nominee bears real legal responsibility, reputable providers require a proper indemnity, a security deposit, and restrictions confirming the nominee will not be involved in operations. Beneficial ownership and voting control remain with the true owners through the shareholding and, where used, a nominee-director agreement.

Cost and timeline

Nominee director services in Singapore commonly cost S$1,800 to S$3,500 per year, often with a refundable security deposit of S$2,000 to S$5,000. The appointment can usually be arranged within one to three working days once due diligence is complete. The arrangement is reviewed annually and ends when the company appoints its own resident director. For a related walkthrough, see our subsidiary director and capital pitfalls guide.

Documents required and templates

Providers must complete know-your-client due diligence, so expect to supply certified passports and proof of address for all beneficial owners and directors, a business profile, and source-of-funds information. The appointment pack typically includes the nominee-director agreement, an indemnity and security-deposit arrangement, the board resolution appointing the nominee, and the consent to act. We maintain templates for each of these.

Common mistakes and gotchas

The main pitfalls are treating the nominee as a rubber stamp — the nominee retains statutory duties and can refuse to lend their name to improper acts — and failing to plan the exit, so the nominee remains in place far longer than intended. Using an unlicensed or unvetted provider exposes owners to compliance and reputational risk, since corporate service providers are now regulated.

Authority sources

Confirm director-residency and duty requirements with the Accounting and Corporate Regulatory Authority, tax matters with the Inland Revenue Authority of Singapore, and pass eligibility for founders relocating with the Ministry of Manpower.

FAQs

Is a nominee director legal in Singapore?
Yes. It is a lawful way to meet the resident-director requirement, provided the arrangement is properly documented and the nominee understands their duties.

Does the nominee control my company?
No. Control stays with the beneficial owners through the shareholding; the nominee is non-executive by agreement.

Can I remove the nominee later?
Yes, usually once you appoint your own resident director, such as after obtaining an Employment Pass.

Why is a security deposit needed?
Because the nominee bears real statutory duties and liability, a deposit and indemnity protect them against misuse of their name.

Need help with this? Call, SMS or WhatsApp +65 8501 7133, or email [email protected]. Raffles Corporate Services works with a panel of corporate and employment law firms; this article is general information, not legal advice.