Nominee Director in Singapore: What It Is and When You Need One (2026)

Quick answer: A nominee director is still a company director with legal duties. The commercial arrangement may limit their day-to-day role, but it does not remove their responsibilities under company law. Agree the scope and authority clearly, and assess the resident-director requirement separately from ownership and permission to work in Singapore. See ACRA’s director duties.

For the wider setup process, read our guide to starting a Singapore business as a foreigner.

If you are a foreigner incorporating in Singapore and you do not yet hold an Employment Pass or other valid pass, a nominee director is almost always part of the setup. It is one of the most misunderstood parts of incorporation, so here is exactly what it is, what it is not, and what to watch for.

Why the requirement exists

Section 145(1) of the Companies Act 1967 states that every company must have at least one director who is ordinarily resident in Singapore — a Singapore citizen, permanent resident, or holder of an Employment Pass, EntrePass or Dependant Pass with a local residential address. The director must be a natural person aged 18 or above; corporate directors are not allowed.

This gives the authorities a locally accountable person for the company. Foreign founders who live overseas simply cannot meet it on day one — so they appoint a nominee resident director to bridge the gap, typically until they relocate on an Employment Pass and can take the seat themselves.

What a nominee director does — and does not do

A properly structured nominee director is non-executive. They:

• Are named on ACRA’s register to satisfy the residency requirement;
• Do not get involved in running the business, signing commercial contracts, or controlling bank accounts;
• Do not hold shares or have any claim to profits;
• Leave all operational and financial control with the beneficial owners and the executive directors.

Agree commercial responsibilities, signing authority and reporting arrangements in the engagement. A limited day-to-day role does not remove a director’s legal duties.

The 2025 rule change you need to know

A significant change took effect on 9 June 2025: where a nominee director is supplied “by way of business”, the arrangement must now be made exclusively through an ACRA-registered Corporate Service Provider (CSP). This was introduced to tighten anti-money-laundering controls and improve transparency around who really controls Singapore companies. Practically, it means you should only obtain a nominee director through a licensed provider — informal arrangements with a friend or unlicensed intermediary are no longer acceptable for business-provided nominees.

The nominee still carries real legal duties

Despite being non-executive, a nominee director is a full statutory director in the eyes of the law. They owe the same fiduciary duties — honesty and reasonable diligence (Section 157) and disclosure of conflicts (Section 156) — and can be held responsible for serious breaches by the company. Because the nominee bears this exposure while having no operational control, providers protect themselves with two standard mechanisms:

• A refundable security deposit, held for the duration of the appointment; and
• An indemnity and nominee agreement that confirms the nominee is non-executive and that the beneficial owners remain responsible for how the company is run.

You cannot simply remove a nominee on a whim

A director can resign only when the process complies with the company constitution and at least one ordinarily resident director will remain. Arrange continuity before a planned resignation; do not rely on a six-month replacement period. If the director becomes disqualified or unexpectedly unavailable, obtain advice promptly on the company’s obligations and next steps. See ACRA’s director-resignation requirements.

How long do you need one?

As long as the company has no other resident director. Many founders keep a nominee for the first year while they secure their work pass and relocate; others retain one indefinitely if they intend to run the business from overseas. Either is fine, provided the arrangement is properly documented.

How Assembly Works helps

Assembly Corporate Services Pte Ltd (CSP No. FA20250076) can discuss nominee-director arrangements alongside incorporation and corporate secretarial support. Scope, authority and responsibilities are agreed around your circumstances. Contact us to discuss your setup.