Nominee Director

Common questions about nominee director in Singapore, answered by the team at E&H Corporate Services.

Is a nominee director legal in Singapore?Yes. Appointing a nominee director is legal and common, and the arrangement is recognised and regulated by ACRA. Since the Corporate Service Providers Act 2024 came into force in June 2025, anyone acting as a nominee director by way of business must be appointed through a registered corporate service provider, and the nominee status must be recorded in the company register and filed with ACRA's central Registers of Nominee Directors.Who can be my local nominee director in Singapore?A nominee director is a Singapore-resident individual who satisfies ACRA's local director requirement for foreign founders. They hold the directorship in name only - all operational decisions remain with the beneficial owner. The arrangement is documented with a Nominee Director Agreement and Deed of Indemnity.What does a nominee director cost in Singapore?Our nominee director service starts from S$2,000 per annum. The final quote depends on the risk profile of the company, the nature of its business activity, and the scope of the engagement, so we assess and quote each appointment individually. A refundable security deposit applies, and the terms are set out in the engagement agreement.What are the risks of appointing a nominee director?The risks sit on both sides. The nominee remains a legal director with full statutory duties, so a professional nominee will carry out due diligence and will not stay on a board that is used for unlawful activity. For the company, the real risk is the informal route: using a friend as your nominee director who does not understand the duties, or an unregistered provider, which can now attract penalties. A CSP-arranged appointment with a defined non-executive scope and proper ROND filings removes most of that risk.How is a nominee director different from a regular director?Legally, their duties are identical. A nominee director has the same statutory responsibilities under the Companies Act as any other director. The practical differences are the role and the disclosure: a nominee is appointed to satisfy the local resident director requirement, acts non-executively on documented instructions from the shareholders, and must be declared as a nominee in the company register and in ACRA's central Registers of Nominee Directors.What is the difference between a nominee director and a corporate director?A nominee director is a natural person appointed to fulfil the resident director requirement. A corporate director is a company appointed as a director — which is generally not allowed in Singapore except for certain regulated entities.Can a nominee director manage my company or sign documents?A nominee director is appointed to meet the local resident director requirement and generally does not manage daily operations, sign business contracts or access bank accounts — unless specifically authorised. Their role is governed by a nominee director agreement and deed of indemnity.Can a nominee director access my bank account?No. A nominee director should not have bank access. If a provider pushes for bank signatory rights, that is a serious red flag.Can a nominee director be a shareholder of my company?Yes, but this is not recommended. It creates a conflict of interest and may give the nominee director legal rights they should not have.Do I need to give shares to the nominee director?No. A nominee director does not need to own shares. However, to comply with the Companies Act requirement that a director be a member, some providers use one nominee share (held in trust for you) — this is a matter for your service agreement.Can my company have more than one nominee director?Yes, there is no restriction on appointing more than one nominee director. Multiple nominees may be used where the constitution requires more than one director or where additional comfort is needed for banks.How do I appoint a nominee director?A nominee director is someone who holds a director’s position, with no authority to run the company nor making a decision.What are the three essential documents for a nominee director arrangement?Service Agreement, Undated Resignation Letter, and Deed of Indemnity. Every professional provider uses these three documents.What does the Deed of Indemnity cover?Civil claims, contract disputes, and legal defence costs — as long as the nominee acted honestly and within their authority. It does not cover fraud or willful breaches of ACRA/IRAS laws.How fast can a nominee director be removed?One business day. With an undated resignation letter, you can remove the nominee instantly (subject to Section 145(5) — a replacement must be appointed simultaneously).Can I remove the nominee director once I get my EP?Yes. Once you hold a pass that makes you ordinarily resident in Singapore, or you appoint another locally resident director, the board appoints the incoming director and the nominee resigns. We prepare the resolutions, lodge the changes with ACRA, and update the nominee registers as a documented handover, so the transition is clean and your company is never without a resident director.Can I replace a nominee director with an Employment Pass holder once it is approved?Yes. Once an EP holder is approved and resides in Singapore, they can replace the nominee director as the resident director. This is the standard transition path for foreign founders who relocate to Singapore.What happens to my company if my nominee director resigns or passes away?Your company cannot operate with zero resident directors. Section 145(5) of the Companies Act requires a replacement to be appointed at the same time. You must have a back-up plan.What are the 2026 regulatory changes for nominee directors?CSP Act 2024 and Central ROND filing. All nominee directors must be arranged through an ACRA-registered CSP. ROND filing is due within 2 business days.What are the red flags when choosing a nominee director provider?No undated resignation letter — they can hold your firm hostage. No D&O insurance — you could be liable for their legal defence. Per-signature fees — unpredictable costs. Freelance via WhatsApp — illegal post-June 2025 under the CSP Act. Not ACRA-registered — fines up to S$100,000 for non-compliance.Why do you need a security deposit for nominee director services?A security deposit (typically S$5,000–S$10,000) protects the nominee director against liabilities arising from their statutory role, such as fines for non-compliance or personal guarantees. The deposit is returned when the nominee is removed and the account closed.Will replacing a local nominee director take a long time?When you want to replace your local nominee director, send intimation to SBS Consulting, if it is acting as your company secretary, about it. We will put together necessary paperwork for doing so. You will have to supply us the details of the person you have chosen to act as the new local nominee director for you.Can a nominee director be a shareholder of my company?Yes, but this is not recommended. It creates a conflict of interest and may give the nominee director legal rights they should not have.Does the local nominee director actively run my business?No. A nominee director's role is limited to satisfying the local residency requirement and statutory filings. They do not make business decisions, manage operations, sign commercial contracts, or handle your bank account unless you explicitly authorise it.What do you look for before agreeing to provide nominee director services?Providers typically conduct due diligence on the company and its ultimate beneficial owners — including business nature, source of funds, and compliance history — before agreeing to act, as the nominee director assumes statutory responsibility.

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