Every Singapore private limited company must have at least one director who is ordinarily resident in Singapore. For foreign business owners, entrepreneurs, and investors who are not physically present in Singapore, this requirement is often met by appointing a nominee director — a Singapore-resident individual who sits on the board to satisfy the statutory requirement while the actual business decisions are made elsewhere.

Nominee director arrangements are widely used and legally permissible under Singapore law. But they are also frequently misunderstood. A nominee director is a full director under the Companies Act, with the same statutory duties, the same personal liability, and the same legal exposure as any executive director. The 2026 legal landscape — shaped significantly by the Corporate and Accounting Laws (Amendment) Act 2025 (CALA 2025) — has made this even more important to understand.

What Is a Nominee Director Under Singapore Law?

Under Section 145(1) of the Companies Act 1967, every Singapore company must have at least one director who is ordinarily resident in Singapore. “Ordinarily resident” means the person is a Singapore citizen, Singapore Permanent Resident, or the holder of a valid Employment Pass, EntrePass, or Dependant’s Pass. A nominee director is a person — typically provided by a corporate services firm — who serves as that locally resident director.

Section 386AL of the Companies Act defines a “nominee director” as a director who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of another person. This definition is now backed by a mandatory private Register of Nominee Directors (ROND) that every Singapore company must maintain, a requirement introduced by the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 and further reinforced by CALA 2025.

When Is a Nominee Director Needed?

The three most common scenarios where a nominee director is required are as follows. First, a foreign national incorporates a Singapore company but does not hold a valid Singapore work pass, and is not yet (or does not plan to be) ordinarily resident in Singapore. Second, a Singapore company is owned by a foreign holding company whose directors are all based overseas. Third, a Singapore-resident director resigns or leaves Singapore, and a temporary replacement is needed while the company arranges for a qualified permanent director.

It is important to note that appointing a nominee director does not replace the need for proper governance. The nominee is not a passive administrative placeholder — they are a full director in the eyes of the law.

The Nominee Director’s Legal Duties

Once appointed, a nominee director becomes subject to the full range of statutory and fiduciary duties under the Companies Act. These duties cannot be contracted away — any agreement purporting to exempt a director from their legal duties is void. The key duties include the following.

Under Section 157(1) of the Companies Act, a director must at all times act honestly and use reasonable diligence in the discharge of the duties of their office. This duty applies equally to nominee directors and executive directors. A nominee director who rubber-stamps decisions without genuine oversight cannot rely on their nominee status as a defence.

Nominee directors must also ensure that all statutory filings are made on time — including the Annual Return with ACRA, financial statements, and any required notifications. They must ensure that the company maintains proper accounting records and that the Register of Registrable Controllers (RORC), the Register of Nominee Directors (ROND), and the Register of Registrable Members are accurately maintained and updated.

Under CALA 2025, which commenced on 6 May 2026, the maximum fine for breaching these core director duties has increased fourfold, from S$5,000 to S$20,000, with imprisonment of up to 12 months possible in serious cases. Nominee directors who fail to exercise genuine oversight now face materially higher personal consequences.

The Register of Nominee Directors (ROND): New 2026 Requirements

Following the 2024 amendments and the commencement of CALA 2025, every Singapore company is now required to maintain a private Register of Nominee Directors (ROND) at its registered office address. The ROND must record the details of every nominee director and the person or entity on whose instructions the nominee acts (the “nominator”).

Crucially, the company must also file ROND information with ACRA’s Central Register via BizFile+. Any updates — for example, where a nominee director is replaced or the nominator changes — must be filed with ACRA within two business days of the change. Failure to maintain or update the ROND is an offence under the Companies Act.

For a full overview of all the new registers and filing requirements introduced by CALA 2025, see our CALA 2025 Directors’ Guide.

Personal Liability Risks for Nominee Directors

The most significant risk for a nominee director is personal liability for the company’s actions or omissions during their tenure. Singapore courts have consistently held that nominee director arrangements do not shield directors from statutory liability. The Singapore High Court’s decision in PP v Zheng Jia [2025] SGHC 76 made clear that directors who lend their name to a company without genuine oversight face meaningful personal consequences, particularly where the company is used for fraud or non-compliance.

Specific liability risks include: personal liability for dishonest or fraudulent trading under Section 340 of the Companies Act where the nominee signs off on transactions without scrutiny; potential disqualification as a company director if the company fails to comply with statutory requirements during the nominee’s tenure; liability for insolvent trading where the nominee continues to allow the company to incur debts knowing it cannot pay them; and potential criminal liability for false statements made to ACRA.

Nominee directors who discover that the company they serve is being used for improper purposes should seek independent legal advice immediately. If you need legal advice on your obligations as a director, specialist Singapore company law firms can advise on the best course of action.

How Nominee Director Arrangements Work in Practice

A properly structured nominee director arrangement typically involves three elements. First, a nominee director services agreement between the nominee (or the corporate services firm providing the nominee) and the beneficial owner or holding company. This agreement sets out the scope of the nominee’s duties, the information flow the nominee is entitled to, and the indemnity the beneficial owner provides to the nominee for acts taken in good faith on the company’s behalf.

Second, a letter of authority or discretionary authority letter, signed by the nominee, authorising the beneficial owner to carry out the day-to-day management of the company’s affairs. This letter gives the nominee a degree of protection but does not override the nominee’s statutory duties — the nominee still has an obligation to refuse to act where they have reason to believe the instructions they receive are unlawful.

Third, a complete set of statutory registers and filings maintained by the company’s corporate secretary, including the ROND. For the nominee arrangement to be legally sound and functional, the company secretary’s role in keeping records current and filing updates with ACRA is critical.

Risks of a Poorly Structured Nominee Arrangement

Not all nominee director arrangements are structured correctly. Common problems that create risk for both the nominee and the beneficial owner include the following. Inadequate onboarding: the nominee is appointed without proper KYC (know your customer) checks on the company, its shareholders, or its activities, leaving the nominee exposed if the company turns out to be engaged in unlawful activity. Outdated agreements: the nominee agreement was drafted years ago and does not reflect current legal requirements, particularly the ROND obligations and CALA 2025’s increased penalties. No indemnity: the beneficial owner has not provided the nominee with a formal indemnity, leaving the nominee personally exposed for liabilities incurred in the ordinary course of the company’s business. Director’s and Officers insurance: many nominee arrangements do not include D&O insurance coverage, which can be important where the company has material assets or obligations.

Choosing a Nominee Director: What to Look For

When engaging a nominee director through a corporate services firm, beneficial owners should consider the following. The nominee should be a Singapore resident with no disqualifications or adverse regulatory history. The providing firm should carry professional indemnity insurance. The agreement should be in writing, clearly setting out the nominee’s obligations, the beneficial owner’s indemnity obligations, and the process for removing and replacing the nominee.

Beneficial owners should also ensure that the nominee has a genuine understanding of the company’s business and activities — not because the nominee will manage the business, but because a director with no knowledge whatsoever of the company they serve cannot discharge their duty of diligence. Regular information-sharing between the beneficial owner and the nominee is good governance practice and helps protect both parties.

For sound business planning and investment decisions, structuring your Singapore company correctly from the outset — including proper nominee director arrangements — is as important as the underlying investment strategy itself.

Transitioning Away from a Nominee Director

Many companies that start with a nominee director eventually transition to a resident executive director as the business grows and a suitable Singapore-based manager or partner is identified. This is the recommended path. The company’s compliance calendar should track the appointment and cessation of directors, and all changes must be notified to ACRA via BizFile+ within the required timeframe.

For companies whose directors hold Employment Passes, ensuring the EP is valid and renewed on time is a prerequisite for continuing to serve as a locally resident director.

For the latest Singapore business news and regulatory updates, there are useful resources for directors and business owners navigating corporate governance requirements.

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