The Corporate and Accounting Laws Amendment Act 2025 (CALA 2025) commenced on 6 May 2026 — and for nominee directors in Singapore, it is not business as usual. While the Act introduces a broad range of corporate governance reforms, several changes are especially material for nominees: maximum fines have quadrupled, new automatic disqualification triggers have been introduced, and informal nominee arrangements are now expressly illegal.
If you serve as a nominee director — or are a beneficial owner who uses one — this article sets out the five most important changes you need to understand and act on immediately.
What Is a Nominee Director Under Singapore Law?
A nominee director is an individual who holds a directorship on behalf of another person (the “beneficial owner”), typically for regulatory or administrative purposes. Under Section 145 of the Companies Act 1967, every Singapore-incorporated company must have at least one ordinarily resident director. Foreign founders who are not yet resident in Singapore often appoint a nominee director to satisfy this requirement while they await their own work pass or relocate.
ACRA maintains a Central Register of Nominee Directors (ROND), and companies are required to disclose nominee arrangements. The Register of Nominee Directors is not publicly accessible but is available to law enforcement agencies. From 9 June 2025, all such arrangements made “by way of business” must be conducted through an ACRA-registered Corporate Service Provider.
Five Things Every Nominee Director Must Know After CALA 2025
1. Your Maximum Fine Has Quadrupled — From S$5,000 to S$20,000
Before CALA 2025, a nominee director who breached core statutory duties — including the duty of care and diligence under Section 157(1) of the Companies Act 1967, the duty to act in the best interests of the company, and disclosure obligations — faced a maximum fine of S$5,000. Under CALA 2025, that maximum has quadrupled to S$20,000. In serious cases involving wilful or reckless breach, a nominee may also face imprisonment of up to 12 months, or both a fine and imprisonment.
The law makes no distinction between a “passive” nominee director and an executive director — both are held to the same standard. The fact that a nominee does not actively manage the company is not a defence. If the company fails to file its annual return with ACRA, maintain statutory registers, or hold its AGM within the statutory period under Section 175 of the Companies Act 1967, the nominee director is equally culpable alongside any other director.
2. Money Laundering Convictions Now Trigger Automatic Disqualification
CALA 2025 expanded the list of automatic disqualification triggers for directors. A conviction for a money laundering offence — including offences under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 — now automatically disqualifies an individual from acting as a director for five years from the date of conviction.
This is significant for nominees who have served on the boards of many companies across diverse industries. A nominee who unknowingly facilitated a company structure used for money laundering could face conviction and automatic disqualification. Understanding the automatic disqualification regime is now essential; our article on when a director can be disqualified provides useful background. The practical implication is clear: nominees must conduct proper due diligence on the beneficial owners and businesses they serve.
3. Informal Nominee Arrangements Are Now Illegal
The Corporate Service Providers Act 2024 — which came into force on 9 June 2025 — made it mandatory that all nominee director appointments made “by way of business” be arranged through an ACRA-registered Corporate Service Provider (CSP). In plain terms: if you are compensated in any way to serve as a nominee director, that appointment must now go through a registered CSP. Informal arrangements between individuals acting outside a registered CSP structure are expressly illegal.
The penalties are severe. Providing nominee director services without CSP registration carries a fine of up to S$50,000 and/or two years’ imprisonment, plus an additional S$2,500 per day for continued offences after conviction. Both nominees and beneficial owners should verify immediately that their arrangement is conducted through an ACRA-registered CSP. Our guide on how to select the right nominee director covers what to look for when evaluating a nominee arrangement.
| Offence | Maximum Penalty |
|---|---|
| Providing nominee director services without CSP registration | S$50,000 fine and/or 2 years’ imprisonment |
| Continued offence after conviction | Additional S$2,500 per day |
| Breach of core director duties (post-CALA 2025) | S$20,000 fine and/or 12 months’ imprisonment |
4. Named-Auditor Accountability Has Board Governance Implications
CALA 2025 introduced a requirement that audit reports must now identify the individual public accountant primarily responsible for the audit engagement by name — not merely the audit firm. This applies to all Singapore-incorporated companies subject to audit requirements. For nominee directors serving on boards of audited companies, this change carries a clear governance signal: audit accountability has been tightened at the individual level. A nominee who rubber-stamps an audit report without engaging with its contents is more exposed than before. Our comprehensive article on CALA 2025 commencement and director obligations covers this change in detail.
5. A Deed of Indemnity Does Not Protect You From Statutory Liability
Many nominees operate under a Deed of Indemnity from the beneficial owner — a private contractual agreement whereby the beneficial owner agrees to indemnify the nominee against losses arising from the directorship. These arrangements remain commercially useful. However, CALA 2025 does not change a fundamental principle of Singapore company law: a private Deed of Indemnity cannot override your statutory duties as a director under the Companies Act 1967.
If you breach your statutory duty of care, your duty to act in the company’s best interests, or your duty to avoid conflicts of interest, you remain personally liable to the company and to regulators — regardless of what the Deed of Indemnity says. The indemnity may protect you against out-of-pocket losses in certain contractual scenarios, but it cannot shield you from a regulatory fine, a criminal prosecution, or a disqualification order. For more on the cost structure and documentation of nominee services, see our article on why a security deposit is required for nominee director services.
What Nominee Directors and Beneficial Owners Should Do Now
In light of CALA 2025, both nominees and the beneficial owners who engage them should act on the following steps.
If You Are a Nominee Director
- Confirm your appointment was arranged through an ACRA-registered CSP. If it was not, regularise it immediately.
- Review your Deed of Indemnity — ensure it reflects updated statutory obligations and the higher potential liability exposure.
- Conduct due diligence on the businesses for which you serve as nominee: understand operations, confirm statutory filings are current, and flag concerns promptly.
- Review your directors’ and officers’ (D&O) liability insurance in light of the S$20,000 maximum fine.
- Step down from nominee directorships where you have little ability to monitor the company’s conduct — the risk/reward calculation has shifted materially.
If You Are a Beneficial Owner Using a Nominee
- Ensure your nominee arrangement is through a registered CSP. A regulatory action against your nominee directly affects your company’s ability to operate.
- Keep the nominee fully informed of material business activities and obligations. A nominee acting entirely in the dark is a governance liability for everyone.
- Update your Deed of Indemnity to reflect CALA 2025 changes and the higher penalty exposure for your nominee.
- Consider whether you are now eligible to become a Singapore resident director yourself — replacing an informal arrangement with direct personal involvement often reduces risk and cost over the long term.
Conclusion
CALA 2025 raises the stakes materially for nominee directors in Singapore. Higher fines, broader disqualification triggers, mandatory CSP arrangements, and enhanced audit accountability mean that the days of a purely passive, low-risk nominee directorship are over. The regulatory environment now demands genuine engagement, proper structure, and up-to-date documentation — from both nominees and the beneficial owners who engage them.
If you require a compliant nominee director service in Singapore — one arranged through an ACRA-registered CSP and supported by proper legal documentation — Raffles Corporate Services can assist. Our nominee directors are experienced professionals who understand their obligations under the Companies Act 1967 and the Corporate Service Providers Act 2024.
— The Editorial Team, Raffles Corporate Services
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