Last updated: 2026-08-20

What is the difference between a corporate secretary and a nominee director?

The secretary is a statutory compliance role with no director liability; a nominee director is a real director appointed to meet the local-resident-director requirement. A corporate secretary and a nominee director are entirely different roles. The corporate secretary is a mandatory statutory office responsible for maintaining statutory registers, preparing board and shareholder documents, and filing with ACRA; the secretary does not make business decisions and does not bear directors' liabilities. A nominee director, by contrast, is a genuine director — typically appointed to satisfy Singapore's requirement for at least one director ordinarily resident locally, common for foreign-owned companies. A nominee director carries the legal duties and potential liabilities of a director, which is why the fee is far higher and usually accompanied by an indemnity and disclaimer agreement. The two cannot substitute for each other, and many foreign-owned companies appoint both.
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