Every Singapore private limited company must have at least one director who is ordinarily resident in Singapore. For foreign entrepreneurs, international businesses, and offshore holding companies that have no physical presence here, this creates a practical challenge: who fills that role? The answer is often a nominee director — a person appointed to serve as a resident director primarily to satisfy the Companies Act residency requirement.

Nominee directors are a legitimate and widely used feature of Singapore corporate practice, but they come with legal requirements, responsibilities, and risks that both the nominee and the appointing company need to understand clearly. This guide explains the current legal framework, what has changed under the Corporate Service Providers (CSP) Act 2025, and what every foreign director and appointing company should know.

The Residency Requirement Under the Companies Act

Under Section 145(1) of the Companies Act 1967, every Singapore company must have at least one director who is:

  • Ordinarily resident in Singapore (a Singapore citizen, Singapore permanent resident, or EntrePass, Employment Pass, or Dependant’s Pass holder residing here); and
  • At least 18 years of age; and
  • Not disqualified under any provision of the Companies Act

A person who is not ordinarily resident in Singapore — for example, a foreign entrepreneur who lives in another country and visits Singapore periodically — cannot serve as the sole director. If all of the company’s natural directors are foreign residents, a nominee director must be appointed to ensure the residency requirement is satisfied at all times.

What Changed Under the CSP Act 2025

The Corporate Service Providers Act 2025 (the “CSP Act”), which commenced on 9 June 2025, fundamentally changed how nominee director services may be provided in Singapore. The key change is this:

From 9 June 2025, nominee director services provided “by way of business” may only be offered by a registered Corporate Service Provider (CSP) that holds a valid licence issued by ACRA.

Before the CSP Act, anyone could provide nominee director services commercially. From 9 June 2025, offering nominee director services as a business activity — even informally — without a CSP licence is a criminal offence.

This matters for companies in two ways:

  • If you obtained your nominee director through an unregistered or unlicensed provider after 9 June 2025, your arrangement does not comply with the law
  • If you are reviewing your current nominee director arrangement, you should verify that the service provider is properly registered with ACRA as a CSP

For a detailed guide on the CSP Act and what it requires, see our article on CSP Act Compliance in 2026.

The Legal Status of a Nominee Director

A common misconception is that a nominee director is somehow a lesser director — a placeholder who signs what the “real” directors tell them to sign without any independent legal standing. This is wrong, and dangerously so.

Under Singapore law, a nominee director is a full director with all of the duties, liabilities, and obligations that come with the role. These include:

  • Fiduciary duties under Section 157 of the Companies Act: to act honestly and use reasonable diligence in discharging duties; not to improperly use information obtained as a director; and to act in the best interests of the company (not the person who appointed the nominee)
  • Statutory duties: to ensure the company files its annual returns on time, maintains proper accounting records, does not trade while insolvent, and complies with all applicable laws
  • Personal liability for any failure to discharge these duties — including potential criminal liability for fraud, fraudulent trading, or persistent non-compliance

The fact that a nominee director was appointed at the request of, and takes instructions from, a foreign principal does not protect them from liability if the company is run improperly. Singapore courts have repeatedly held that a nominee director cannot abdicate their statutory duties by simply deferring to the appointing person. If they do, they are in breach of their fiduciary and statutory duties.

The Nominee Director Agreement

All reputable CSPs providing nominee director services will require both the nominee and the appointing company to sign a nominee director agreement. This agreement serves several purposes:

  • It documents the terms of the appointment, including the nominee’s fee and the duration of the appointment
  • It sets out the nominee’s right to resign with reasonable notice if they are asked to act illegally or improperly
  • It requires the appointing company to indemnify the nominee against claims arising from actions taken in good faith on the company’s behalf
  • It typically requires the appointing company to provide information requested by the nominee for compliance purposes, including KYC (know your customer) information about the beneficial owners

A nominee director who signs documents without reading them, approves transactions without understanding them, or allows the company to be used for illegal purposes is exposed to criminal liability — regardless of what their agreement with the appointing company says.

Beneficial Ownership and the Register of Registrable Controllers

Since 31 March 2017, all Singapore companies have been required to maintain a Register of Registrable Controllers (RORC) — a record of the individuals who ultimately own or control the company (beneficial owners). This register must be filed with ACRA and be accessible to law enforcement authorities.

The existence of a nominee director does not reduce or eliminate the beneficial owner’s obligations. The foreign entrepreneur who is the true controller of the company is a “registrable controller” and must be disclosed in the RORC, even though they may not appear on ACRA’s public register as a director. Non-compliance with RORC requirements is a criminal offence under the Companies Act.

A responsible nominee director service will ensure that the RORC is properly maintained and that the beneficial owners are correctly identified and disclosed.

Risks for the Appointing Company

Using a nominee director is a legitimate corporate tool, but there are real risks that the appointing company must manage:

The Nominee Resigns

A nominee director can resign at any time by giving notice in accordance with the Companies Act (Section 168 allows a director to resign by giving written notice). If the nominee resigns without the company having arranged a replacement, the company may fall below the minimum director residency requirement and be in breach of Section 145. The company typically has 30 days to appoint a replacement.

The Nominee Is Disqualified

If the nominee director is disqualified (for example, due to an unrelated criminal conviction or personal insolvency), they must vacate their position and the company must appoint a replacement promptly.

Reputational and Compliance Exposure

If the nominee director provides their services to a company that is subsequently involved in fraud, money laundering, or regulatory violations, the nominee director’s name will appear in any investigation and enforcement action — even if they were unaware of the wrongdoing. This is why reputable CSPs conduct thorough KYC on the companies they agree to nominate for.

Alternatives to a Nominee Director

For foreign principals who plan to live and work in Singapore, the cleanest solution is to obtain a work pass that confers Singapore residency — such as an Employment Pass or the ONE Pass — and serve as the resident director themselves. This eliminates the nominee director arrangement and the associated costs and risks.

For a comparison of Singapore work passes and which is right for your situation, see our guide on Employment Pass vs ONE Pass vs PEP.

For offshore holding companies, family offices, and VCC structures where the principals are not relocating to Singapore, a professionally managed nominee director arrangement through a licensed CSP remains the standard approach.

If you need legal advice on director liability or your compliance obligations, we can point you in the right direction.

For the latest Singapore business and regulatory news for directors and company owners, there are useful resources to stay updated.

How Raffles Corporate Services Can Help

Raffles Corporate Services is a licensed Corporate Service Provider registered with ACRA. We provide professional nominee director services for Singapore private limited companies where a resident director is required to satisfy the Companies Act requirements. Our nominee directors are experienced professionals who understand their duties and exercise them responsibly.

We also assist foreign entrepreneurs and international businesses with the complete setup of their Singapore company — from incorporation to ongoing corporate secretarial services, accounting, and tax compliance.

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