For most foreign entrepreneurs setting up a Singapore company, the resident director requirement under Section 145 of the Companies Act 1967 is the single biggest practical hurdle. The fix is usually a nominee director — a Singapore-resident person who holds the office to satisfy the statutory requirement while the foreign owner runs the business. That fix is still available in 2026, but the rules around it have changed substantially since the Corporate Service Providers Act 2024 took effect on 9 June 2025.
If you are appointing a nominee director, renewing an existing arrangement, or simply trying to understand what risks your CSP is now legally required to manage on your behalf, this guide walks through what has changed, what every nominee director must comply with, and where directors and companies sit on the liability spectrum if anything goes wrong.
This is an information piece, not a substitute for legal advice. For a practical engagement, contact Raffles Corporate Services — we have arranged compliant nominee director appointments for hundreds of Singapore companies under both the old and new rules.
What Is a Nominee Director and Why Singapore Companies Need One
A nominee director is a Singapore-resident individual appointed to a company’s board purely to satisfy the resident director requirement. Section 145(1) of the Companies Act requires every Singapore-incorporated company to have at least one director who is “ordinarily resident in Singapore”. In practice, that means a Singapore citizen, Singapore Permanent Resident, or holder of an Employment Pass, EntrePass, or Dependant’s Pass with a residential address in Singapore.
The nominee role exists because foreign founders almost always want full operational control but cannot personally satisfy Section 145 — they live abroad, hold no Singapore work pass, and have no local business presence. Rather than relocate, they appoint a nominee. Critically, a nominee director is still a full director under the law: same fiduciary duties, same statutory liabilities, same ACRA filings. The “nominee” label describes the commercial arrangement, not a separate legal class.
For background on the resident director requirement and broader board composition rules, see our guide on appointing your first directors in Singapore.
What Changed on 9 June 2025: The CSP Act Regime
The Corporate Service Providers Act 2024 (“CSP Act”) and its accompanying CSP Regulations 2025 came into operation on 9 June 2025. The Act overhauls how nominee director arrangements are made in Singapore. Three changes matter most for companies and their owners.
1. Only Registered CSPs Can Arrange Nominee Director Appointments
From 9 June 2025, a person can only act as a nominee director “by way of business” if the appointment was arranged by an ACRA-registered Corporate Service Provider. An individual who acts as a nominee director by way of business outside this regime — or a person who arranges such an appointment without being a registered CSP — commits an offence punishable by a fine of up to S$10,000.
“By way of business” captures the typical commercial nominee arrangement (paid annual fee, refundable deposit, professional services agreement). It does not capture friends-and-family directorships where no fee is charged and no commercial relationship exists, but in practice almost all nominee director appointments fall inside the regime.
2. The Mandatory Fit-and-Proper Test
Before arranging an appointment, a registered CSP must satisfy itself that the proposed nominee is “fit and proper”. The penalty for a CSP that fails to do this assessment is a fine of up to S$100,000 — ten times higher than the penalty on the individual nominee. This pushes the compliance burden onto the CSP and explains why the onboarding process for a nominee director appointment is now considerably more rigorous than it was before 9 June 2025.
The CSP Regulations 2025 prescribe the factors a CSP must weigh, including:
- whether the person has been convicted of any offence involving fraud or dishonesty (in Singapore or elsewhere);
- whether the person is an undischarged bankrupt;
- the person’s previous conduct and the compliance history of companies on whose board the person has previously served;
- whether the person has the competency, capacity and capability to fulfil nominee director obligations, taking into account existing directorships and other commitments.
The “competency and capacity” limb is what limits how many nominee directorships any one person can hold. Stacking 200+ companies on a single nominee — once common — is now almost certainly inconsistent with a defensible fit-and-proper assessment.
3. Central Registers and Faster Filings
Companies must maintain their internal Register of Nominee Directors (ROND) and Register of Nominee Shareholders (RONS) and now also lodge that information with ACRA’s central registers. Internal registers must be updated within 7 days of any change; the ACRA central register must reflect the update within a further 2 business days. Our deeper dive into the central registers regime is here: ROND, RONS and ACRA’s new central registers.
Director Duties Apply in Full to Nominee Directors
The most misunderstood point about nominee directorships is the liability profile. A nominee director is a director — full stop. Every duty under Part 6 of the Companies Act applies, including the statutory duty to “act honestly and use reasonable diligence” under Section 157, the disclosure-of-interest obligation under Section 156, and the prohibition on improper use of position or information.
The fiduciary duties developed under Singapore common law also apply: the duty to act in good faith in the best interests of the company, the duty to exercise powers for proper purposes, the duty to avoid undisclosed conflicts of interest, and the duty not to fetter discretion. A nominee cannot rely on instructions from the beneficial owner if following those instructions would breach these duties. The Singapore courts have repeatedly held that nominee directors have no separate, lower standard of care.
Practically, this means a nominee director is jointly liable with executive directors for items such as late annual returns, missed AGMs, defective AGM filings, and failures in XBRL submissions to ACRA. Personal fines and disqualification under Sections 154 and 155 of the Companies Act are real risks where filings are not made.
Practical Compliance: What the Company Owner Must Provide
Under the new regime, the company and its beneficial owner — not just the CSP — must produce more documentation than before. Expect to provide:
- certified passport copies and proof of address for all directors and shareholders;
- a clear written description of the proposed business activities and SSIC code;
- source-of-funds documentation for the share capital and any material loans into the company;
- an indemnity and access agreement between the beneficial owner and the nominee, including unrestricted access to bank statements, accounting records and statutory registers;
- a written undertaking that the company will keep proper accounting records and file annual returns on time.
If your existing nominee arrangement was put in place before 9 June 2025, your CSP should already have refreshed its file on you. If it has not, ask why — that file is now part of the CSP’s regulatory record and will be inspected by ACRA.
Costs and Deposits in 2026
Annual fees for compliant nominee director services in Singapore typically sit between S$2,000 and S$3,500, with a refundable security deposit (commonly S$2,000–S$5,000) held against the risk that the company falls into default. The deposit is released when the nominee resigns and the company has demonstrated a clean ACRA filing history.
Cheap nominee arrangements (under S$1,500 a year, or with no deposit) should be approached with caution. Under the CSP Act regime, no responsibly run CSP can profitably onboard a nominee at that price point given the cost of fit-and-proper assessment, ongoing monitoring, and the S$100,000 exposure for the CSP if anything is missed.
When You Can Step Out of a Nominee Arrangement
A nominee director is a stop-gap, not a permanent solution. Most foreign founders aim to dissolve the arrangement within 12–24 months by appointing a long-term resident director. The two most common pathways are:
- Securing an Employment Pass for the founder, who then becomes the resident director themselves. See our updated guide on EP vs ONE Pass vs PEP work visas.
- Promoting a long-term local hire — typically a Singaporean or PR senior employee — to the board after a probation period.
Either pathway requires a clean handover: an updated Register of Nominee Directors entry, a board resolution accepting the resignation, and proper notification to ACRA, the bank and any regulator with whom the company holds a licence.
Common Mistakes to Avoid
- Treating the nominee as a postbox. The nominee is a real director and must be informed of every material decision, board meeting, and statutory filing.
- Skipping the indemnity. Without a written indemnity and access agreement, both parties are exposed.
- Hiding the beneficial owner. The CSP Act regime is designed to make beneficial ownership visible. Attempts to obscure it now create criminal liability for the CSP, the nominee and the beneficial owner.
- Letting filings slip. A late annual return is a personal offence for the nominee director. CSPs will resign if this becomes a pattern.
- Assuming a nominee insulates you from tax residency. The presence of a Singapore-resident nominee does not, by itself, make a company tax-resident in Singapore. See our corporate tax residency guide.
How Raffles Corporate Services Can Help
We are a registered CSP under the CSP Act and provide nominee director services together with the underlying compliance scaffolding — fit-and-proper assessment, indemnity drafting, ROND/RONS maintenance, ACRA filings and annual review. Whether you are a first-time founder navigating the new rules or a more established business reviewing an arrangement put in place before 9 June 2025, we can take the regulatory weight off your plate.
Visit Raffles Corporate Services to start a conversation, or read our service overview at our nominee director services page.
— The Editorial Team, Raffles Corporate Services