If your Singapore company has a nominee director or nominee shareholder, there are important compliance obligations you need to be aware of. Singapore has significantly tightened the rules governing nominee arrangements over the past two years, culminating in a series of amendments that have come into force in 2025 and 2026. These changes are part of Singapore’s broader push to enhance corporate transparency, combat the misuse of corporate structures, and align with international standards on beneficial ownership disclosure.
This guide explains what nominee directors and nominee shareholders are, what registers companies must maintain, how these registers must be filed with ACRA, and what the penalties for non-compliance are.
If you are a foreign entrepreneur planning to incorporate a company in Singapore, or a director of an existing company with nominee arrangements in place, this article is essential reading.
What Is a Nominee Director?
A nominee director is a person who holds the position of director in a company on behalf of another party — the nominator. The nominee director typically acts in accordance with the directions or wishes of the nominator, rather than exercising fully independent judgment in the conventional sense. Nominee director arrangements are common in Singapore in several situations:
- A foreign entrepreneur incorporates a Singapore company but needs a locally resident director to satisfy the requirement under Section 145 of the Companies Act 1967 that every company must have at least one director ordinarily resident in Singapore
- A beneficial owner does not wish to be publicly identified as a director for commercial or privacy reasons
- Private equity, venture capital, or family office structures use nominee directors to manage multiple portfolio companies
It is critical to understand that regardless of their nominee status, nominee directors remain legally responsible for the company’s compliance obligations under the Companies Act. A nominee director cannot simply follow a nominator’s instructions blindly — they retain personal duties of care, skill, and diligence, and may face personal liability for breaches of directors’ duties.
What Is a Nominee Shareholder?
A nominee shareholder holds shares in a company on behalf of a beneficial owner. The beneficial owner retains the underlying economic interest in the shares, while the nominee’s name appears on the company’s share register. Such arrangements may be used for privacy, for ease of administration in complex group structures, or for other legitimate commercial purposes.
The Three Key Registers: ROND, RONS, and RORC
Singapore companies are required to maintain three important registers relating to beneficial ownership and nominee arrangements:
- Register of Nominee Directors (ROND) — records the particulars of any director who serves as a nominee for another person or entity
- Register of Nominee Shareholders (RONS) — records the particulars of any shareholder who holds shares as a nominee for a beneficial owner
- Register of Registrable Controllers (RORC) — records information about the ultimate beneficial owners who exercise significant control over the company
This article focuses primarily on the ROND and RONS. The RORC has its own separate (and equally important) set of obligations, and you may wish to consult a corporate secretarial professional for advice on maintaining your RORC in tandem with your ROND and RONS.
Recent Legislative Changes: A Shifting Landscape
The regulatory requirements for nominee arrangements have been substantially overhauled through three key pieces of legislation. Companies — and their advisers — need to be familiar with all three.
1. Companies and LLP (Miscellaneous Amendments) Act 2024
This Act introduced the requirement for companies to file their ROND and RONS information with ACRA’s new Central Registers of Nominee Directors and Nominee Shareholders. Previously, companies only needed to maintain these registers internally at their registered office. Under the new regime, the information must now be actively lodged with ACRA and will be partly visible on the company’s public Business Profile on BizFile+.
2. Corporate Service Providers Act 2024
With effect from 9 June 2025, all nominee director appointments made “by way of business” must be arranged through a Corporate Service Provider (CSP) that is registered with ACRA. An individual who arranges nominee director appointments outside of a registered CSP may face fines of up to S$10,000. This means that if you are currently using an unregistered individual to provide nominee director services, you need to restructure that arrangement immediately.
3. Corporate and Accounting Laws (Amendment) Act 2025
Passed in Parliament on 5 November 2025, this Act — with most provisions commencing from April 2026 — further strengthened the nominee director and beneficial ownership disclosure regime. Key changes include substantially increased penalties for failures to maintain or accurately update ROND, RONS, and RORC registers, as well as enhanced enforcement powers for ACRA. You can read the full text of the legislation on Singapore Statutes Online.
Singapore’s corporate governance framework has been undergoing significant reform in recent years. For a broader overview of the governance changes affecting Singapore companies in 2026, do refer to our earlier articles on Annual Return filing obligations and the financial reporting standards applicable to your company.
What Information Must the ROND and RONS Contain?
Register of Nominee Directors (ROND)
The ROND must capture the following information for each nominee director:
- Full name and identification particulars (NRIC, passport number, etc.) of the nominee director
- Full name and identification particulars of the nominator — the person or entity on whose behalf the director acts
- Date of appointment as nominee director
- The terms of the nominee arrangement, to the extent known
- Date of cessation when the nominee director ceases to hold office
Register of Nominee Shareholders (RONS)
The RONS must capture the following information for each nominee shareholder:
- Full name and identification particulars of the nominee shareholder
- Full name and identification particulars of the beneficial owner of the shares
- Number and class of shares held on a nominee basis
- Date on which the nominee arrangement commenced
- Date of cessation of the nominee arrangement
Filing Obligations: Submitting Your Registers to ACRA
One of the most significant changes introduced in recent years is the requirement to actively file ROND and RONS information with ACRA’s central registers — moving from a system of private internal record-keeping to a centralised filing system. This is a fundamental shift that all companies with nominee arrangements must understand.
Key Deadlines
| Obligation | Deadline |
|---|---|
| Existing companies to file existing ROND/RONS with ACRA | 31 December 2025 (deadline has passed — file immediately if not yet done) |
| Any change to ROND/RONS information | Within 2 business days of the change |
| New nominee director or shareholder appointment | Within 2 business days of appointment |
Companies that missed the 31 December 2025 deadline for filing existing ROND/RONS information with ACRA should file as soon as possible to limit their exposure to enforcement action. Proactive compliance — even if late — is strongly preferable to ignoring the obligation.
What Information Is Publicly Visible?
A common concern among companies and their principals is the extent to which nominee information will be publicly accessible. ACRA has confirmed the following:
- A nominee director’s or nominee shareholder’s status as a nominee will be flagged on the company’s public Business Profile (accessible via BizFile+). Members of the public will be able to see that a particular director or shareholder is acting in a nominee capacity.
- However, the identity of the nominator — i.e., the beneficial owner behind the nominee — will not be publicly accessible. This information will be stored in ACRA’s central registers and will only be accessible to public agencies (such as law enforcement or regulatory bodies) for legitimate purposes.
This approach strikes a reasonable balance between corporate transparency and the commercial privacy of ultimate beneficial owners.
Exemptions from ROND and RONS Filing Requirements
Not all companies are required to file their ROND and RONS with ACRA. Companies that are exempt include:
- Companies listed on a Singapore stock exchange (such as the SGX Main Board or Catalist)
- Singapore financial institutions (licensed banks, insurers, finance companies, etc.) that are already subject to robust regulatory oversight
- Companies that are wholly owned by the Singapore government
- Companies subject to equivalent transparency regimes in comparable overseas jurisdictions (subject to ACRA’s determination)
If you believe your company may qualify for an exemption, seek advice from a registered corporate service provider to confirm your exemption status before assuming you are not required to file.
Penalties for Non-Compliance
The financial consequences of failing to comply with ROND and RONS obligations are substantial, and have been significantly increased by the Corporate and Accounting Laws (Amendment) Act 2025:
- Failure to maintain ROND or RONS: Fine of up to S$25,000 (increased from S$5,000 previously)
- Failure to file ROND/RONS with ACRA’s central registers: Prosecution with fines of up to S$25,000
- Individual arranging nominee director appointments outside a registered CSP: Fine of up to S$10,000
Beyond financial penalties, non-compliance may attract heightened scrutiny from ACRA, damage your company’s reputation with banks and financial institutions, and affect your ability to pass due diligence in corporate transactions.
Practical Compliance Checklist for Companies
If your company has nominee directors or nominee shareholders — or if you are unsure whether it does — take the following steps:
- Review all directorships and shareholdings in your company to identify any that are held on a nominee basis
- Ensure your ROND and RONS are properly maintained with accurate and up-to-date information
- File your ROND/RONS with ACRA via BizFile+ if you have not done so already — the deadline was 31 December 2025 but filing now will mitigate penalties
- Check that any existing nominee director arrangements are routed through a registered CSP — this is mandatory from 9 June 2025
- Set up an internal process to ensure that any future changes to nominee arrangements are notified to ACRA within 2 business days
- Confirm your exemption status if you believe your company may qualify for an exemption from the filing requirements
- Review your RORC at the same time to ensure your Register of Registrable Controllers is also compliant
For companies incorporated by foreign entrepreneurs through a Certificate of Incorporation in Singapore, nominee director requirements are particularly relevant and should be addressed from day one. Similarly, if you operate through a Representative Office and are considering converting to a private limited company, understanding nominee director rules is essential for your transition planning.
How Raffles Corporate Services Can Help
Navigating Singapore’s nominee director and shareholder compliance requirements can be complex, particularly for companies with multi-jurisdictional structures. At Raffles Corporate Services, our experienced corporate secretarial team can assist you with:
- Reviewing and updating your ROND, RONS, and RORC
- Filing your nominee director and nominee shareholder information with ACRA’s central registers
- Advising on nominee director arrangements that comply with the Corporate Service Providers Act 2024
- Ensuring ongoing compliance with ACRA’s 2-business-day reporting timelines
- Acting as your registered corporate service provider for nominee director arrangements
Do not wait until ACRA comes knocking — proactive compliance protects your company and your directors from costly penalties. Contact Raffles Corporate Services today to discuss how we can help ensure your nominee arrangements are fully compliant with Singapore’s evolving corporate governance framework.
— The Editorial Team, Raffles Corporate Services