Short answer: Yes. An Employment Pass holder can be a director of the Singapore company that employs them, and counts as a local resident director for ACRA. A directorship in any other company needs a Letter of Consent from MOM first, which MOM generally grants only for related companies. Owning shares needs no MOM approval.
Can an EP holder be a director of a Singapore company? The answer depends on which of three situations you are in: a directorship in the company that sponsors the pass, a seat on a second company’s board, or simple share ownership. This guide separates the three, explains how the Companies Act 1967 resident director rule interacts with the Employment Pass (EP), and lists what the company secretary needs before filing on Bizfile.
Key facts at a glance
- Section 145(1) of the Companies Act 1967 requires every company to have at least one director who is ordinarily resident in Singapore; section 145(2) requires every director to be a natural person aged 18 or above with full legal capacity.
- ACRA lists valid Employment Pass holders, alongside Singapore citizens, permanent residents, Personalised Employment Pass and ONE Pass holders, as meeting the local residency requirement.
- MOM treats directorship duties as work, so an EP holder needs a Letter of Consent (LOC) before acting as director of any company other than their employer.
- MOM generally grants a secondary directorship LOC only where the two companies share a common corporate shareholder recorded with ACRA; MOM states the process takes within 5 weeks.
- An LOC for secondary directorship is valid up to the expiry or cancellation of the current EP, and a new LOC is needed after each EP renewal.
- MOM confirms that an EP holder may own shares in a Singapore-registered company.
- Since 9 June 2025, a person acting as a nominee director by way of business must have the appointment arranged by a registered corporate service provider (fine up to S$10,000).
Raffles Corporate Services works with a panel of experienced Singapore law firms who offer cost-effective and efficient legal service and advice. This article is general information only and is not legal advice.
Can an EP holder be a director of the company that employs them?
Yes. A director’s role in the company that holds the EP is part of the work the pass was approved for, so no separate MOM approval is needed for that board seat.
This is the usual arrangement in small foreign-owned companies: the company applies for an EP for its founder, and once the pass is issued the founder sits on the board. The salary and COMPASS tests for that route are covered in our guide to incorporating a company and getting an EP to work in it.
Until the EP is issued, the founder is not yet a local resident, so someone else must fill the resident director seat. And if the EP is later cancelled, the company should not assume the founder still counts towards the residency requirement.
Does an EP holder count as the resident director under section 145?
Yes, while the pass is valid. ACRA’s eligibility guidance names Employment Pass holders among the people who meet the local residency requirement, together with citizens, permanent residents, Personalised Employment Pass holders and Overseas Networks and Expertise Pass holders.
The rule sits in section 145 of the Companies Act 1967, and it is strict about gaps, which matters because an EP holder’s residency ends with the pass.
| Provision | What it says | Why it matters when the resident director is an EP holder |
|---|---|---|
| Section 145(1) | Every company must have at least one director ordinarily resident in Singapore | The EP holder can fill this seat while the pass is valid |
| Section 145(5) | A director must not resign or vacate office unless at least one ordinarily resident director remains; a purported resignation in breach is invalid | An EP holder who is leaving Singapore cannot simply resign if they are the only resident director |
| Section 145(7) and (8) | The Registrar may direct members to appoint a resident director; members in default face a fine up to S$2,000 and a further fine up to S$1,000 a day | Shareholders carry the risk if the seat stays empty |
| Section 145(10) | If a company carries on business without a resident director for more than 6 months, a member who knows this is liable for debts contracted during that period | Personal exposure for shareholders if an EP lapses and nothing is done |
Appoint the replacement before the pass ends, then let the departing director resign. If the company has already lost its only local director, see what to do when your only local director is disqualified, and our explainer on why a foreign-owned company needs a local resident director covers the background.
Can an EP holder be a director of another company?
Only with a Letter of Consent from MOM, obtained before they start acting as director. MOM regards directorship duties as work, and the EP only covers work for the employer named on the pass.
MOM’s secondary directorship page says MOM will generally grant an LOC only if both of these are met:
- the company appointing the EP holder is related by shareholding to the EP holder’s employer, and this is reflected in ACRA records; and
- the EP holder is taking up the directorship for purposes related to their primary employment.
MOM’s FAQ adds that the common shareholder must itself be a company. If the two companies are linked only because the same individual holds shares in both, MOM will not grant the LOC. Where the second company is unrelated, the application is assessed by the government agency that regulates or promotes that industry, and the LOC may be granted if that agency supports it. MOM also notes that employees of fund managers licensed by the Monetary Authority of Singapore are allowed to take directorships in their investment vehicles, as MAS supports this.
| Item | MOM position |
|---|---|
| Who applies | The company that intends to appoint the EP holder to its board |
| Document required | The EP holder’s appointment letter to take up the directorship |
| Processing time | Within 5 weeks |
| Validity | Up to the expiry or cancellation date of the current EP |
| Renewal | Apply for a new LOC once the EP has been renewed |
| Unpaid charity roles | No LOC needed for volunteer activities with no payment and a charitable purpose |
Timing is where companies go wrong. MOM says an EP holder already listed with ACRA as a director of a second company must still obtain the LOC before carrying out any directorship duties there, and must resign if the application fails. Get the LOC first, then file with ACRA.
Can an EP holder be a director of a side company they own?
Usually not. A company the EP holder owns personally is, in MOM’s terms, an unrelated company unless a corporate shareholder links it to the employer, and an individual shareholding link does not qualify.
This catches professionals who set up a consultancy or holding company alongside their job. They can own the shares, but cannot sit on the board on the strength of their existing EP. The realistic options are:
- hold the shares only, and appoint other people who are eligible as directors;
- wait until they hold a status that does not depend on an employer, such as permanent residence; or
- move their employment to the new company, which then applies for its own EP for them, as a separate application assessed on MOM’s usual criteria.
Our sister site’s guide on whether a work pass holder can own shares in a Singapore company compares the EP, S Pass and Work Permit positions in more detail.
Can an EP holder own shares without being a director?
Yes. MOM’s FAQ states plainly that an Employment Pass holder is allowed to own shares in a Singapore-registered company.
Shareholding is ownership, not work, so no LOC is needed to subscribe for or buy shares. Voting at general meetings and receiving dividends are ownership rights. Managing the business, signing as an officer or acting as a director is work, and the LOC rules above apply.
The position for other pass types is different. MOM states that S Pass and Work Permit holders are not allowed to own or manage any business in Singapore and cannot register as directors or secretaries with ACRA; doing so leads to pass revocation and an employment ban. See our note on S Pass and Work Permit holders as directors or secretaries. Dependant’s Pass holders follow yet another route through a business-owner LOC, which Little Big Employment Agency explains in can a Dependant’s Pass holder start a business.
Which situations need MOM approval? A scenario table
The table below summarises the scenarios company secretaries see most often, based on MOM’s published guidance.
| Scenario | MOM approval needed? | Notes |
|---|---|---|
| EP holder is director of the company that holds their EP | No | Counts as resident director while the pass is valid |
| EP holder joins the board of a subsidiary or sister company with a common corporate shareholder | Yes, secondary directorship LOC | Generally granted if the role relates to the primary job and the link shows in ACRA records |
| EP holder joins the board of an unrelated company | Yes, LOC | Assessed by the relevant sector agency; granted only if the agency supports it |
| Two companies linked only because the EP holder owns shares in both | LOC not available | MOM requires the common shareholder to be a company |
| EP holder only owns shares | No | Ownership is not work |
| Employee of an MAS-licensed fund manager becomes director of the fund’s investment vehicle | Yes, LOC | MOM allows this as MAS supports it |
| Unpaid board role at a charity | No | Only if no payment is involved and the purpose is charitable |
Can an EP holder act as a nominee director for other companies?
In practice, no. Taking nominee directorships for clients would be directorships in unrelated companies, which require an LOC that MOM grants only with sector agency support, and the Corporate Service Providers Act 2024 adds a second layer of rules.
ACRA’s summary of the Corporate Service Providers Act 2024, in force since 9 June 2025, explains that a person must not act as a nominee director of a company by way of business unless the appointment is arranged by a registered corporate service provider (CSP). Breach is an offence with a fine of up to S$10,000. The registered CSP must also be satisfied that the person is fit and proper, including that they are not disqualified from acting as a director, and faces a fine of up to S$100,000 if it arranges an appointment without doing so.
ACRA also stresses that there is no such thing as a sleeping director: every director is responsible under the Companies Act. See our guide to nominee directors in Singapore.
How does a company appoint an EP holder from a related company?
The appointing company obtains the LOC first, then files the appointment with ACRA. The order below follows MOM’s published steps.
- Confirm the group link. Check that the appointing company and the EP holder’s employer share a common corporate shareholder, and that ACRA’s records already show it. Update share filings first if they do not.
- Get the employer’s agreement. MOM asks the appointing company to ensure that the EP holder’s employer has no objection to the directorship.
- Prepare the appointment letter setting out the directorship and how it relates to the EP holder’s primary role.
- Apply to MOM for the Letter of Consent and wait for the outcome (MOM states within 5 weeks).
- Once approved, pass the board or members’ resolution required by the constitution and obtain the director’s consent to act.
- File the appointment on Bizfile. ACRA says changes to company officers must be filed within 14 days of the change.
- Diary the EP expiry date. The LOC ends with the current EP, so apply for a new LOC as soon as the EP is renewed.
Our free compliance tools include a deadline calculator that helps keep the company’s other filing dates in view alongside these pass dates.
Frequently asked questions
Can an EP holder register a new company and be its only director?
The EP holder can own the company, but acting as its director is work for a company other than their employer, so an LOC would be needed. Where the new company is linked to the employer only through the EP holder’s personal shareholding, MOM does not grant one. The new company needs other eligible directors.
Do I need an LOC if I am appointed director of my employer’s subsidiary?
Yes. A subsidiary is a separate company. MOM generally grants the LOC where the subsidiary and your employer share a common corporate shareholder shown in ACRA records and the role relates to your main job.
What happens to my directorships when my EP is renewed?
Your directorship in your employer continues. Any secondary directorship LOC is valid only up to the expiry or cancellation of the EP it was issued under, so the appointing company must apply for a new LOC after the renewal.
If my EP is cancelled, do I have to resign as director?
You stop counting as a local resident director once the pass ends. If you are the company’s only resident director, section 145(5) prevents you from resigning until another resident director is in place, so the company should appoint a replacement first.
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.
Last reviewed: 7 November 2026. The Editorial Team, Raffles Corporate Services.
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