Nominee Director For Singapore Company – Why You Need This Role?

Every Singapore-incorporated company must have at least one director who is ordinarily resident in Singapore, under Section 145 of the Companies Act. A nominee director fulfills this residency requirement for foreign founders who don’t yet have a local director.

Foreign entrepreneurs typically appoint one through a written agreement at incorporation, and can drop the requirement once they hold an Employment Pass.

Why do you need to appoint a nominee director in Singapore?

More and more foreigners are moving to Singapore to start businesses and invest. This raises the possibility that these foreign-owned companies will break the law, abandon their operations, and flee the country. Common business crimes include failing to pay taxes, engaging in illegal transactions, and stealing money from customers and partners.

These risks compel the Singapore government to strengthen oversight of foreign-owned businesses, with Section 145 of the Companies Act requiring “every company to have at least one director who is ordinarily resident in Singapore.”

As a result, appointing a nominee director has become increasingly common for many businesses. These directors will oversee and ensure that local companies (established by foreigners) abide by local laws.

A nominee is personally liable for the companies for which they work and may face severe punishments if the companies commit any wrongdoing. To avoid this significant risk, the nominee will do everything possible to ensure that your company does not violate any laws. For example, they will review all of your company’s annual reports before they are sent to relevant governmental agencies.

Mandatory requirement: register and file your nominee directors and shareholders

To strengthen corporate governance and combat money laundering, ACRA requires companies to maintain private Registers of Nominee Directors (ROND) and Nominee Shareholders (RONS), recording the particulars of nominees and their nominators.

• Singapore and foreign companies (unless exempt) must keep these private registers at the company’s registered office or its appointed corporate service provider.
• Since 16 June 2025, companies must also file this information with ACRA’s Central ROND and RONS via BizFile+: existing companies had to file by 31 December 2025, new companies file on the day of incorporation, and any update must be filed within 2 business days.
• Once filed, the nominee’s status (“ND” for nominee director, “NS” for nominee shareholder) becomes visible on the company’s public Business Profile. The nominator’s identity and the date of nomination remain private and are accessible only to law enforcement.
• Missing the filing deadline can lead to prosecution and fines of up to S$25,000, with no extension available.

What is a nominee director?

A nominee director is an individual who acts as a director on behalf of another person or entity (the nominator), appointed mainly to satisfy Singapore’s local director requirement.

A nominee is a third-party person who represents your organization when it lacks a local director to fulfill corporate responsibilities.

Regardless, a nominee can still oversee the company, perform administrative tasks, and ensure that the company is operating legally.

Who can be the nominee director?

According to the Singapore Companies Act, a nominee must be:

• A citizen or permanent resident of Singapore or a holder of an Entrepass work visa with a permanent Singapore address; and
• At least 18 years of age

A nominee must not be:

• An undischarged bankrupt (i.e., not declared by a court to be free of debts and legal constraints)
• Convicted of any offense involving fraud and dishonesty that carries a prison term of more than three months
• Convicted in court of three or more ACRA filing violations
• Been involved with three or more companies that ACRA barred within the last five years.
• Disqualified for Companies Winding Up on the grounds of National Security or Interest
• Disqualified for Unfit Directors of Insolvent Companies
• Disqualified for Failure to Make Returns

Nominee Director vs. Nominee Shareholder

“Nominee director” and “nominee shareholder” are often confused, but they satisfy different needs and are recorded in different ACRA registers:

How to appoint a nominee director?

Appointing a nominee director takes three steps. Sign a written Nominee Director Agreement, record the nominee in your company’s Register of Nominee Directors and file it with ACRA, then file the appointment itself via BizFile+ within 14 days under Section 173 of the Companies Act.

Follow the three steps below to appoint someone to this position:

Step 1: Sign a Nominee Director agreement

You should have a properly written document signed by the nominee who agrees to only act on your instructions.

In general, the agreement should cover the following topics:

• The terms of the deal with the ND.
• The powers and responsibilities of the nominee.
• Clarification that the nominee is not responsible for the company’s management.
• Clarification that ND cannot give personal guarantees or make business decisions (e.g., signing contracts or opening bank accounts in the company’s name)
• The preferred method of dispute resolution in the event of a dispute
• Other specific duties

Step 2: Create the Register of Nominee Directors

Once you have appointed a nominee, you must record their information in your company’s private Register of Nominee Directors (ROND), and from 16 June 2025, also file this information with ACRA’s Central ROND and RONS via BizFile⁽²⁾ .

The particulars required vary depending on whether the nominator is an individual (full name, residential address, nationality, ID or passport number, date of birth) or a corporate entity (name, UEN, registered address, jurisdiction of incorporation).

The private register itself is not made public, but once you file with ACRA, the nominee’s status appears as “ND” next to their name on the company’s public Business Profile; the nominator’s identity stays private and is accessible only to law enforcement.

Most companies and foreign companies must keep and file a ROND, including dormant companies. Exemptions are narrow and apply mainly to companies listed on an approved exchange, Singapore-regulated financial institutions, and their wholly-owned subsidiaries — not to foreign companies in general.

Step 3: File the Appointment with ACRA

Once the nominee has signed the agreement and consented to act, the company must pass a board or shareholders’ resolution approving the appointment, and the nominee must sign Form 45 (Consent to Act as Director and Statement of Non-Disqualification).

The company must then notify ACRA of the appointment through BizFile+ within 14 days of the effective date, under Section 173 of the Companies Act 1967, which requires every company to maintain a register of directors and notify the Registrar of any change. Missing this deadline is a strict-liability offense and can attract penalties.

If the nominee is a foreign appointee or the filing is otherwise not made by the company itself, a registered corporate service provider typically handles this lodgement on the company’s behalf.

What are the risks of using nominee directors?

The biggest risks of using a nominee are losing ownership of the shares, losing confidentiality, having to deal with the fallout from the nominee’s unauthorized actions, and having to pay a hefty sum in legal fees to defend your rights.

Other significant risks include:

• The nominee discloses the arrangement to others, jeopardizing shareholders’ identity and liability protection.
• The nominee violates the terms of the agreement (e.g., using company assets for personal gain or abusing the given power).
• Ineffective management and control, resulting in business dysfunction.
• Both parties face civil and criminal penalties for regulatory violations.
• The nominee becomes unreachable and fails to report to the appointing shareholders.

What are the duties of a nominee director in Singapore?

In Singapore, there is no legal distinction between the powers of a nominee director and a regular director.

According to Section 157A of the Companies Act, directors can exercise all powers of a company in order to manage and run its business, except the powers that the Act or the company’s constitution requires the company itself to execute instead.

Typically, your company nominee has legal responsibilities as below:

• Organize annual general meetings, submit yearly returns to the Accounting Compliance Regulatory Authority of Singapore (ACRA), and
• Send tax returns to Singapore’s Inland Revenue Authority (IRAS).

Failure to follow the law is an offense that carries fines, penalties, and legal action.

Can you be your own company’s director?

You can indeed be the only director of your company. This can be accomplished by getting an Employment Pass. It is a pass issued when an existing company wants to hire you.

With that being said, you can establish your company and hire yourself as a director. Once being approved, the Employment Pass allows you to move and relocate to Singapore and you will be considered a local-resident director, meaning your company does not need a nominee anymore.

However, the process of submitting and getting an Employment Pass can last for several months. Until the pass is received in your hand, your company will still need a nominee to fulfill the incorporation requirements in Singapore.

Why should you use a nominee service in Singapore?

Hiring a nominee director on your own, without any proper written agreement, may cause serious risks to your company and valuable shares. To prevent this, it is better to hire one through a trustworthy service provider.

A service provider can select a capable local director for you and help you draft a proper agreement, particularly the clauses that place limitations on the nominee’s ability to perform certain tasks for your company.

The nominee will only be present to help you fulfill the incorporation requirements; they won’t visit your office or get involved in day-to-day activities. Additionally, the nominee will verify that your business is not engaging in any dubious practices by reviewing all of the reports before the papers are submitted.

At BBCIncorp, the nominee service is included in the incorporation packages, allowing you to start a business and hire a nominee at the same time while saving time and money.

We do not take deposits for a nominee in Singapore, meaning you only need to pay a one-time fee for our Singapore company incorporation package.

Conclusion

A nominee director gets your Singapore company past the Section 145 residency requirement without handing over control of the business, provided you use a written agreement and a reputable provider.

Keep your ROND filed and up to date with ACRA to avoid fines of up to S$25,000, and remember that a nominee shareholder is a separate arrangement recorded in a different register.

If you have any further questions about Singapore incorporation and nominee directors, chat with us and our team will walk you through the appointment process.

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