Nominee Director Singapore: Rules, Cost and 3 Deadlines

Every Singapore company needs one resident director, and since 9 June 2025, a paid nominee can only be arranged through a registered corporate service provider

A nominee director is a Singapore resident who sits on your board to satisfy the resident-director requirement, while you keep control of the business. The Companies Act defines the role by behaviour rather than by job title. Under section 145A, a nominee is a director “who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of any other person.”

The requirement it solves comes from section 145(1): every Singapore company must have at least one director who is ordinarily resident in Singapore. If you’re a foreign founder with no Singapore-based co-founder and no local work pass, you can’t incorporate without one. That single rule is what the whole nominee director market exists to solve.

Two separate laws changed in June 2025, one week apart, and they’re routinely quoted as a single date. The Corporate Service Providers Act 2024 took effect on 9 June 2025, and it made paid nominee directorship a regulated service. The Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024 followed on 16 June 2025. That one rebuilt the register rules and raised the fines behind them from S$5,000 to S$25,000.

Budget roughly S$1,200 to S$5,000 a year for the service, plus a refundable security deposit at most providers. The cost founders rarely price in is compliance: three separate filing deadlines, each carrying its own S$25,000 fine.

Quick Answers: Legality, Cost, Eligibility and Deadlines

Question	Short Answer
Is a nominee director legal in Singapore?	Yes. It’s a recognised, regulated arrangement. Since 9 June 2025, acting as one by way of business is an offence unless a registered corporate service provider arranged it.
Who can be one?	ACRA’s published list is Singapore citizens, permanent residents, and valid holders of an Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise Pass.
What does it cost?	Roughly S$1,200 to S$5,000 a year from a licensed provider, usually plus a refundable deposit. It isn’t a regulated fee, so quotes vary widely.
Do they control my company?	No. A nominee has no bank signatory powers and no operational authority unless your service agreement grants them, and reputable agreements don’t.
Do they carry real liability?	Yes, identical to any other director. ACRA’s published prosecution record lists nominee directors convicted repeatedly through 2025 and 2026, with fines and five-year disqualifications.
What do I have to file?	Three things on three clocks: the nominee tells the company within 30 days, the company updates its own register within 7 days, and it lodges with ACRA within 2 business days.
Can I just ask a friend?	Not safely. The ban targets nominee work done by way of business, so an unpaid favour sits outside it, but your friend still takes on the full liability and the register obligations apply either way.

The gap between what founders expect and what the rules say is usually about liability. Paying a provider doesn’t transfer legal risk to them. It buys you someone who knows the filing calendar, and a contract that limits what they can do with your company.

Table of Contents

1. What Is a Nominee Director in Singapore?
2. Why Singapore Companies Need a Resident Director
3. Is a Nominee Director Legal in Singapore?
4. Who Can Be a Nominee Director?
5. Can You Use a Friend or Relative Instead?
6. What a Nominee Director Is Responsible For
7. The Seven Duties of a Singapore Director
8. Nominee Director vs Regular Director
9. The Risks of Being a Nominee Director
10. How Much Does a Nominee Director Cost?
11. Register of Nominee Directors and Nominee Shareholders
12. What Is a Nominee Shareholder?
13. What to Look For in a Nominee Director Agreement
14. How to Appoint a Nominee Director
15. Paying Your Provider From Overseas
16. FAQs

What Is a Nominee Director in Singapore?

A nominee director is a Singapore-resident director appointed so the company meets the resident-director rule, while the beneficial owner keeps control of the business. The role exists because the Companies Act ties a company’s legal presence in Singapore to a person rather than to an address.

The statutory test is about instruction, not payment. Section 145A defines a nominee as a director accustomed or obliged, formally or informally, to act on another person’s directions. Someone can be a nominee director without a contract, without a fee, and without ever using the word. That matters later, because the register obligations follow the definition rather than the paperwork.

You’ll also see the role called a local director, a resident director or a local nominee director. They describe the same appointment. The one to watch is “resident director”. It’s also used for a founder who qualifies in their own right and needs no nominee at all, so check which sense a provider’s quote is using before you agree to it.

What you’re actually buying: Access to a Singapore resident who accepts statutory directorship of your company, a service agreement limiting what they can do with it, and a provider who tracks the filing calendar on your behalf. You’re not buying a manager, a signatory or a shield from liability.

What a Nominee Director Does Not Do

A nominee director’s powers are limited by contract, and a well-drafted agreement keeps them narrow. Unless your agreement says otherwise, a nominee has none of the following:

1. Bank signatory powers. They can’t open, operate or draw on the company’s accounts.
2. Operational authority. Day-to-day decisions, hiring, pricing and supplier choices stay with you.
3. Strategic control. They don’t set direction, approve budgets or bind the company commercially.
4. Shareholding. A nominee director holds no equity. That’s a nominee shareholder, which is a separate arrangement covered below.

What they do keep is the vote and the signature that come with statutory directorship, which is why the agreement matters as much as the provider. Choosing the entity type that sits underneath all of this comes first, and our comparison of a sole proprietorship against a Pte Ltd covers which structure actually needs a director at all.

Why Singapore Companies Need a Resident Director

Section 145(1) of the Companies Act requires every Singapore company to have at least one director ordinarily resident in Singapore. ACRA checks it before it will register your company, and it keeps checking afterwards.

Three parts of section 145 are easy to miss and expensive to get wrong:

Read section 145(2) before you appoint anyone. A director must be a natural person, at least 18 years old, and of full legal capacity. A holding company can’t be your director.

Watch section 145(5) when someone resigns. A director can’t resign or vacate office if doing so would leave the company with no ordinarily resident director. A resignation that would breach this is void, so your outgoing nominee stays legally on the hook until a replacement is in place.

Take section 145(10) seriously. If a company carries on business for more than six months without a resident director, any member who knows about it becomes personally liable for all the company’s debts contracted during that period. Limited liability, the main reason to incorporate in the first place, stops applying to that shareholder.

⚖️ Section 145(10) is why a lapsed nominee arrangement needs handling the week it happens. The exposure lands on the shareholders who knew about it, and the provider who stopped answering emails carries none of it. If your nominee resigns, is disqualified, or the provider goes quiet, the six-month clock is already running.

The rest of the registration process is more forgiving than this one requirement suggests. Our guide to company incorporation in Singapore walks through the ACRA filing, the S$315 in fees and the first-year compliance calendar.

Is a Nominee Director Legal in Singapore?

Yes, and Parliament regulated it explicitly in 2025. Nominee directorship is written into the Companies Act, with a section setting out who may provide it and what happens if someone provides it outside those rules.

What changed in 2025 is who’s allowed to arrange one.

What Changed on 9 June 2025

The Corporate Service Providers Act 2024 came into force on 9 June 2025. ACRA’s announcement sets out the intent: persons acting as nominee directors by way of business must be arranged by registered corporate service providers, after being assessed as fit and proper.

The Act inserted section 145A into the Companies Act. A person must not act as a nominee director of a company by way of business unless one of two things is true. Either the person is themselves a registered corporate service provider for that service, or a registered provider arranged the appointment.

Two penalties sit behind it, and they’re aimed at different people:

Who breaches	What they did	Maximum fine
The individual nominee	Acted as a nominee director by way of business without a registered provider arranging it	S$10,000, plus S$1,000 for every day the offence continues after conviction
The corporate service provider	Arranged a nominee directorship without satisfying itself the person is fit and proper	S$100,000
An unregistered firm	Carried on corporate service provider business without registering with ACRA	S$50,000 and/or up to 2 years’ imprisonment, plus S$2,500 a day while it continues

The S$100,000 penalty on providers is what changed how firms behave. Section 16 of the CSP Act puts the vetting duty on the firm rather than on you, so a provider now has a six-figure reason to refuse a candidate it can’t verify. There are two consequences for founders. The due diligence is more intrusive than it used to be, and the arrangement you end up with is far harder to challenge later.

The Two Exceptions in the Statute

Section 145A(2) carves out two situations that the general rule doesn’t reach:

1. Affiliated companies are exempt. The prohibition doesn’t apply where the person acts as a nominee director of a company that employs them, or of a company deemed related to their employer under section 6. Group secondments and intra-group appointments sit outside the rule.
   
   
2. Appointments that predate the rule are grandfathered. Anyone who had already started acting as a nominee director of that company before 9 June 2025 isn’t caught by section 145A for that appointment.

💡 Neither exception releases anyone from the register obligations or from ordinary directors’ duties. They only affect whether a registered provider had to arrange the appointment.

Who Can Be a Nominee Director?

Only Singapore citizens, Singapore permanent residents, and valid holders of an Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise Pass can satisfy the resident-director rule. That five-item list is what ACRA publishes on its local residency requirements page. It’s narrower than the lists most corporate service providers put on their own sites.

Which Passes Qualify and Which Don’t

Singapore citizens and permanent residents qualify outright. No consent from anyone else is needed, though an employment contract may still restrict it.

Employment Pass holders must get a Letter of Consent from MOM first. ACRA states this directly: an EP holder must seek the Letter of Consent before taking the appointment. In practice a pass tied to one employer usually only supports a directorship in that same company.

S Pass and Work Permit holders cannot be directors. MOM confirms these pass types don’t permit it, and accepting the role breaches the pass conditions.

Check EntrePass with MOM rather than assuming. Plenty of guides list EntrePass alongside the Employment Pass as qualifying. ACRA’s own page doesn’t name it, and instead tells FIN holders to check with their pass issuer before registering. If a provider tells you an EntrePass qualifies, ask them to point at the ACRA or MOM page that says so.

⚠️ Pass eligibility is the single most misreported fact in this topic. Confirm your candidate’s status with ACRA or MOM before you sign anything. A director appointed in breach of pass conditions creates two problems rather than one: the company still has no valid resident director, and the individual has breached the terms of their pass.

The Fit-and-Proper Test a Provider Must Run

Section 16 of the CSP Act requires a registered provider to satisfy itself that a candidate is a fit and proper person before arranging the appointment. The Act sets a floor for what that means. The provider must take all reasonable steps to confirm the person isn’t disqualified from acting as a director under any written law, and must weigh the additional factors prescribed in the regulations.

Disqualification is the check that catches most candidates. Undischarged bankrupts fail it, so do people convicted of a fraud or dishonesty offence punishable with imprisonment of three months or more, and so do directors already disqualified by a court or by ACRA. A provider that skips the assessment faces the S$100,000 fine, which is why a legitimate firm will ask your nominee candidate for documentation you might find intrusive.

Can You Use a Friend or Relative Instead?

You can’t do it safely, even though the ban is narrower than it’s usually described. Section 145A prohibits acting as a nominee director by way of business, so an unpaid one-off favour between friends isn’t automatically the offence that a paid service is.

That’s a genuinely different position from the line that asking a friend became illegal in June 2025. Whether a specific arrangement counts as acting “by way of business” turns on its facts, and it’s a question for a Singapore lawyer rather than a blog. Everything below applies either way, which is why the legal answer rarely changes the decision.

Check Their Pass Status

Your friend qualifies only if they’re a citizen, a permanent resident, or hold an Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise Pass. A friend on a Dependant’s Pass, Student Pass, S Pass, Work Permit or Long Term Visit Pass can’t take the role. An Employment Pass holder generally can’t act as director of any company other than the employer that sponsored their pass.

Check Their Employment Contract

Most Singapore employment contracts restrict outside directorships. The standard clause bars an employee from being a director, employee, agent or partner of any other business during their employment without the employer’s prior written consent, whether the interest is direct or indirect.

Banks, multinationals and regulated employers routinely decline to give that consent. Your friend has to ask their employer, and asking is itself a conversation with consequences. Taking the role without asking puts their own job at risk, which is a cost they carry and you don’t.

What Your Friend Is Personally Taking On

The register obligations apply to an unpaid friend exactly as they apply to a paid provider, because section 145A defines a nominee by instruction rather than by fee. So does every directors’ duty, and so does every penalty attached to them.

Four consequences land on your friend when the company slips:

• ACRA prosecutes the director, not the owner. Missing an annual general meeting or an annual return is charged against whoever holds the directorship.
  
• Three filing offences in five years trigger automatic disqualification. Under section 155, being found guilty of three or more filing offences within five years is conclusive proof of persistent default, and the disqualification runs for five years from the last conviction.
  
• Disqualification reaches every company they’re involved in. A disqualified person can’t be a director of, or take part in the management of, any company for that period.
  
• IRAS goes to the director for unfiled tax returns. Where a company files late or not at all, IRAS issues a section 65B(3) notice to the company director for the missing information, and can issue a Notice to Attend Court or a summons to the people responsible for running the company, directors included.

👉 The realistic version of “saving S$3,000 a year” is asking someone to accept a five-year disqualification risk on your compliance record. If you’re going to keep the arrangement inside your network anyway, pay for a licensed provider and keep the friendship. The corporate tax obligations and bookkeeping requirements that create these breaches recur every single year.

What a Nominee Director Is Responsible For

A nominee director is responsible for the company’s statutory compliance, and carries the same legal duties as any other director on the board. The service agreement can limit their commercial powers, but it can’t reduce their obligations under the Companies Act.

The role carries three core responsibilities:

Handle statutory compliance with ACRA. Annual returns, annual general meetings, changes to company particulars and the statutory registers all run through the directors. A private company must hold its AGM within 6 months of financial year-end, and lodge its annual return within 7 months.

Act as the local contact point. Regulators write to the resident director. When ACRA, IRAS or another agency needs a person in Singapore to answer for the company, that’s the nominee.

Exercise fiduciary duties. They must act honestly, in the company’s best interests, avoid conflicts, and apply reasonable care and diligence. Crucially, those duties are owed to the company itself. The person who appointed the nominee has no claim on them, which is the source of most nominee disputes.

Keep accounting records for five years. Section 199 requires records sufficient to explain the company’s transactions and financial position, retained for at least five years from the end of the relevant financial year. The company keeps them, and the directors answer for them. Getting the right accounting software in place early is what makes this manageable as the company grows.

A GST-registered company picks up another filing obligation on top of these. The InvoiceNow e-invoicing requirement phases in by registration type, and your resident director is expected to track it.

The Seven Duties of a Singapore Director

Singapore directors’ duties come from the Companies Act and from common law, and seven of them cover almost everything a nominee will be held to. They apply to nominee and executive directors identically.

1. Act honestly at all times. Section 157(1) requires it in express terms, and it covers every decision a director takes on the company’s behalf.
   
2. Use reasonable diligence. Also section 157(1). Passivity is the breach most nominee directors are actually charged with.
   
3. Avoid misusing your position or company information. Section 157(2) bars an officer from using their position or information gained through it to benefit themselves or anyone else, or to harm the company.
   
4. Declare interests in transactions. Section 156 requires a director interested directly or indirectly in a transaction with the company to declare it at a directors’ meeting or in written notice, as soon as practicable.
   
5. Keep proper accounting records. Section 199, retained for five years.
   
6. Hold the AGM and file the annual return. Sections 175 and 197, within 6 and 7 months of financial year-end for a private company.
   
7. Maintain the statutory registers. Registers of controllers, nominee directors and nominee shareholders all have to be set up, kept current and lodged with ACRA.

Breaching section 157 is a criminal offence as well as a civil one. On conviction, the director is liable to the company for any profit made or damage caused, and to a fine of up to S$20,000 or imprisonment of up to 12 months or both. That penalty was raised on 6 May 2026, so figures published before then understate it.

Nominee Director vs Regular Director

Legally there’s no difference in duty or liability. A nominee director and an executive director are both directors under the Companies Act, and the Act applies to them in the same terms. Nothing in the statute recognises a lesser class of director, which is why a service agreement can limit what a nominee does but not what they owe.

The differences are contractual and practical:

	Nominee director	Regular director
Statutory duties	Full, identical	Full
Personal liability	Full, identical	Full
Appointed for	Meeting the resident-director rule	Running the business
Powers in practice	Restricted by a service agreement	Set by the constitution and the board
Bank signatory	No, by default	Usually yes
Paid by	An annual service fee to a provider	Salary or director’s fees
Must be disclosed as a nominee	Yes, in the ROND and to ACRA	Not applicable

The exposure is lopsided, and it runs against the nominee. A nominee carries the same liability as an executive director while knowing far less about what the company is doing, which is the precise risk the fit-and-proper regime was built to manage.

The Risks of Being a Nominee Director

The main risk is prosecution for the company’s compliance failures, and it lands on the nominee personally rather than on the owner who appointed them. ACRA’s public prosecution record shows how routine that has become.

Two other risks sit behind it. A convicted director is disqualified for five years, which reaches every other company they’re involved with. And a nominee named on filings they never authorised can spend months unwinding it, as the false-declaration case below shows.

What ACRA Actually Prosecutes

ACRA publishes its State Courts outcomes, and nominee directors appear in the prosecution highlights in every quarter from the start of 2025 onwards. A representative sample:

Convicted	Companies held	Charges	Outcome
Feb 2026	120	Sections 175 and 197, five companies	S$13,000 in fines, disqualified 5 years
Mar 2026	100	Sections 175 and 197	S$10,400 in fines, disqualified 5 years
Jun 2026	56	Sections 175 and 197	S$18,200 in fines, disqualified 5 years
Jul 2026	147	Sections 175 and 197	S$16,900 in fines, disqualified 5 years
Nov 2025	209	Sections 175 and 197	S$13,000 in fines, disqualified 5 years

Read the middle column carefully. It’s the number of directorships the person held, not the number they were charged over. ACRA charges a sample: the February 2026 case ran to ten charges across five of the 120 companies, at S$1,300 a charge. The fine scales with charges brought, so the figures above are a floor rather than a ceiling.

Two things stand out. The charges are almost always the same pair: section 175 for failing to hold the AGM and section 197 for failing to file the annual return, and both are administrative failures rather than fraud. The disqualification is consistently five years, and that costs a professional nominee far more than the fine does. Section 155 explains why it never varies: three filing convictions inside five years makes disqualification automatic.

Searches for “nominee director jailed” turn up little because the sentences here are financial. Imprisonment appears when a different offence is charged. In May 2026 a defendant was convicted on 12 charges of making false declarations to ACRA under section 401(2A)(b), having authorised a provider to appoint local nominee directors across 24 companies without their consent. The fine came to S$108,000, with 180 days’ default imprisonment and a five-year disqualification.

Why “I Was Only a Nominee” Is Not a Defence

Section 157(1) requires reasonable diligence from every director, and the Act draws no distinction between an active director and a passive one. A nominee who never asked whether the AGM had been held has failed the diligence duty, which is precisely what the prosecution record shows being charged.

The practical consequence for founders is that a nominee who takes the role seriously will ask you for documents, chase your accounts and refuse to sign things. That’s the service working as intended. A nominee who never contacts you is the one to worry about, because their eventual disqualification takes your resident director with it and starts the six-month clock in section 145(10).

How Much Does a Nominee Director Cost?

Expect roughly S$1,200 to S$5,000 a year from a licensed corporate service provider, with most straightforward companies landing in the lower half. There’s no regulated fee, so the spread reflects the provider’s risk appetite as much as the work involved.

What you pay	Typical range	What drives it
Annual nominee director fee	S$1,200 to S$5,000 a year	Provider’s due diligence standard, your company’s activity and jurisdiction mix
Refundable security deposit	Varies by provider	Held for the life of the appointment, returned when the nominee is discharged
Corporate service provider package	S$500 to S$3,000	Secretary, registered address and filings, usually bundled with the nominee
ACRA incorporation fees	S$315	Fixed by ACRA. S$15 name application plus S$300 registration

Provider ranges are indicative market pricing, not regulated fees, and quotes vary widely. The ACRA fee is fixed and published. ⚠️ Confirm current provider quotes before budgeting.

Read the quote as a risk assessment. The fee reflects what the provider thinks your company might cost them. A business with opaque ownership, high-risk jurisdictions or a complex payment flow will be quoted at the top of the range or turned away, and that’s the fit-and-proper assessment working rather than a negotiating position.

Treat an unusually cheap quote as a warning. A provider charging well below the range is either not running the vetting section 16 requires, or is carrying more companies per nominee than one person can monitor. Both show up in ACRA’s prosecution table, where the convicted nominees held between 56 and 209 directorships each.

Register of Nominee Directors and Nominee Shareholders

Every Singapore company with a nominee must keep two private registers and lodge their contents with ACRA. The obligation sits with the company even when the provider you’re paying does the filing for you. This is where most of the penalty exposure sits.

The rules were rewritten by the Companies and Limited Liability Partnerships (Miscellaneous Amendments) Act 2024, in force 16 June 2025. That’s a different statute and a different date from the CSP Act, which is why you’ll see both dates quoted as “the 2025 change”.

Set up the registers on incorporation day. ACRA requires the private registers to exist from the day the company is registered, whether or not you have a nominee yet.

Record the nominator as well as the nominee. For the nominee, you record their name. For an individual nominator, you record full name, aliases, residential address, email, contact number, nationality, identity card or passport number, date of birth, and the dates their nomination status changed. Corporate nominators need entity number, registered office address, legal form and jurisdiction.

The Three Deadlines

Three separate clocks run, each with its own S$25,000 fine. Missing one doesn’t reset the others.

Step	Who acts	Deadline	Fine for missing it
1. Declare the nomineeship	The nominee director or nominee shareholder	30 days after becoming a nominee, or on the incorporation date if already a nominee	Up to S$25,000 on the individual
2. Enter it in the private register	The company	7 days after being informed	Up to S$25,000 on the company and every officer in default
3. Lodge with ACRA’s central register	The company	2 business days after updating the private register	Up to S$25,000 on the company and every officer in default

Filing is done through the “Update Registers of Nominee Directors and Nominee Shareholders” eService on Bizfile. ACRA states plainly that no extension of time is available for ROND and RONS filings, which sets this apart from most ACRA deadlines.

⚠️ Companies that existed before the regime started had until 31 December 2025 to make their first lodgment. That date has passed. If your company has a nominee and has never filed, you’re already in breach, and the fix is to lodge now rather than wait for ACRA to ask.

The Nominee Shareholder Register (RONS)

The Register of Nominee Shareholders works the same way as the ROND, on the same three deadlines. Plenty of companies that correctly conclude they have no nominee director still need this one.

Section 386ALA requires any company with share capital to keep a register of shareholders who are nominees, enter each fact within 7 days of being told, and keep it out of public view. The fine is the same S$25,000 for the company and every officer in default.

Section 386ALB puts the matching duty on the shareholder. Someone who is already a nominee when a company incorporates on or after 16 June 2025 must tell the company on the incorporation date. Anyone who becomes a nominee later has 30 days, and the same 30 days applies to telling the company they’ve stopped being one or that the nominator’s details changed.

Check the wider definition against your own shareholders. A shareholder counts as a nominee if either limb applies: they vote on someone else’s instructions, or they receive dividends on someone else’s behalf. That definition was widened on 16 June 2025, and section 386ALB(7A) says a shareholder who wasn’t a nominee under the old wording but is under the new one is treated as becoming a nominee on that date. Their 30-day clock started then, whether or not anyone noticed.

The obligation is older than the 2025 rules. The nominee shareholder regime began on 4 October 2022, three years before most of the other dates on this page. The 16 June 2025 amendments widened who counts and raised the fine; they didn’t create the duty.

Check your cap table for anyone holding shares on someone else’s behalf: a family member, a trust, or a founder’s holding vehicle. Each of those is a nominee shareholding, and the register applies even though no nominee director is involved.

What Is Public and What Stays Private

The registers are confidential, which surprises founders who expect a nominee arrangement to become searchable the moment it’s filed. Section 386AKA(2) prohibits a company from disclosing its register of nominee directors, or any particulars in it, to any member of the public. ACRA is under the same restriction for the central register, and may release prescribed information only to prescribed persons in prescribed circumstances.

What is public is the directorship itself. Your nominee’s name appears on your ACRA business profile like any other director’s. What stays private is the fact that they’re a nominee and who they act for.

Who Is Exempt

Exemption is narrow, and it’s designed for entities already transparent through other regimes. It covers listed public companies in Singapore, Singapore financial institutions, entities wholly owned by the government or a statutory body, and their wholly-owned subsidiaries. Certain foreign companies listed on approved exchanges also qualify.

Exempt companies still have to tell ACRA. The exemption removes the register itself, but you must still declare your exemption status through the same eService. An ordinary Singapore private limited company won’t qualify.

What Is a Nominee Shareholder?

A nominee shareholder is a registered holder of shares who either votes on someone else’s instructions or receives dividends on their behalf. The Companies Act sets out both limbs, and satisfying either one is enough.

The distinction from a nominee director is worth keeping straight, because the two get conflated:

• A nominee director sits on the board and carries directors’ duties. They hold no shares by virtue of the role.
• A nominee shareholder holds shares on the register for a beneficial owner. They sit on no board and carry no directors’ duties.

Most foreign-founder setups need only the first. Nominee shareholding is used where a beneficial owner wants their name off the public shareholder register, and it brings its own filing obligations, set out in the RONS section above.

What to Look For in a Nominee Director Agreement

The service agreement is what actually limits your nominee’s powers, since the Companies Act gives them the full set by default. Read it before you read the price.

• Confirm the scope clause restricts them to statutory compliance. The agreement should state that the nominee acts only to satisfy the resident-director requirement and to discharge statutory duties, with no authority over operations, strategy or commitments.
  
  
• Confirm they have no bank signatory rights. This should be explicit rather than implied. If the agreement is silent, the default position under your constitution may not be what you assume.
  
  
• Check the indemnity runs in both directions. Providers require an indemnity from you covering the nominee’s exposure for the company’s acts, which is reasonable. What you want alongside it is a warranty that the nominee will discharge their filing duties, so a compliance failure caused by the provider doesn’t sit with you.
  
  
• Ask whether directors’ and officers’ insurance is in place. An indemnity from a company with no assets is worth what the company can pay. D&O cover is what makes it meaningful.
  
  
• Set the notice period and the exit terms. You want a defined notice period, an agreed handover process and a clear condition for the deposit’s return.
  
  
• Don’t work from a downloaded template. A registered provider supplies its own agreement as part of the service, because the fit-and-proper duty in section 16 sits with the provider and their contract has to reflect it. A generic template can’t do that, and one written before June 2025 won’t reflect the CSP Act at all. Use the six points above as your review checklist against what the provider hands you, and have a Singapore lawyer read it if your shareholding is complex.

Walk away from these four red flags. An agreement that omits the scope clause entirely. One that grants signatory powers “as required”. Any provider that won’t confirm its CSP registration. And any arrangement where the nominee never meets or verifies you, which is a failed fit-and-proper assessment and the provider’s S$100,000 problem before it’s yours.

How to Appoint a Nominee Director

Appointing one runs in five steps, and the order matters because the register deadline runs from the appointment rather than from the filing.

Getting the incorporation details right at the same time saves rework later, including the SSIC code you declare for your business activity.

How to Replace One Without a Compliance Gap

Find the replacement before the incumbent resigns. Section 145(5) makes a resignation ineffective if it would leave the company without an ordinarily resident director. A nominee who walks out mid-arrangement therefore stays legally in post and stays exposed, which serves nobody.

The sequence is to appoint the incoming nominee, confirm they’re on the ACRA profile, then accept the outgoing resignation. Update the ROND for both changes and lodge each one within 2 business days. Handled in that order there’s no gap, and the six-month clock in section 145(10) never starts.

Paying Your Provider From Overseas

Nominee director fees, corporate secretary fees and ACRA filings are all billed in Singapore dollars, on a schedule, for as long as the company exists. Paying them from a foreign account means a conversion every time. Each conversion carries two charges: your bank’s exchange rate markup, plus a foreign transaction fee on the card.

Once the company is registered, it can hold its own Singapore dollars and pay in them.

YouBiz is a multi-currency business account for Singapore-registered companies. We onboard Private Limited companies, sole proprietorships registered with ACRA, partnerships and LLPs, and the application is submitted via Singpass.

What you get:

• S$0 a month. No monthly fee and no minimum balance
• Unlimited 1% cashback on eligible card spend, with no cap and no minimum spend
• Real 0% FX fees on card spend across 150+ currencies, at the Mastercard wholesale rate
• 8 currency wallets to hold, exchange and receive: SGD, USD, EUR, GBP, JPY, HKD, AUD and CHF
• Free virtual and physical cards with per-card spend limits and merchant category controls
• Overseas transfers in 20 currencies from the dashboard

For a foreign-owned company, the exchange rate markup is the charge that compounds, because it applies to every fee and every supplier payment for the life of the company. Our breakdown of how YouBiz exchange rates compare to a bank’s shows the difference on a single conversion, and the best business account in Singapore comparison sets out the alternatives.

If you’re also paying suppliers abroad, the guide to paying overseas suppliers from Singapore covers the transfer side, and our explainer on telegraphic transfers covers what a bank wire actually costs. Teams issuing cards to staff should start with the multi-currency business card comparison.

FAQs

Appoint Through a Licensed Provider, Then Watch the Filing Calendar

A foreign founder can’t work around the resident-director rule, and since June 2025 there’s very little room to improvise around it either. Use a registered corporate service provider, read the scope and indemnity clauses before the price, and diarise the three register deadlines the day the appointment is made.

Once the company is running, the recurring costs are in Singapore dollars whether you are or not. YouBiz gives your company a multi-currency business account with S$0 monthly fees, unlimited 1% cashback and real 0% FX fees on card spend.

Apply for a YouBiz account in under five minutes via Singpass. We review your application and email you within 1 to 2 business days, your virtual Mastercard is live in the app straight after, and the physical card follows in 5 to 7 business days. The full YouBiz guide covers what the account does in detail.

Happy spending!