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Andi Refandi
Andi serves as a Senior Account Executive on Emerhub’s global team.
In Singapore, every company must have at least one director who resides in the country. For foreign-owned businesses without a local representative, this requirement is often met by appointing a nominee director.
This guide explains the nominee director’s role, when your company may need one, and how to make a compliant appointment while protecting your business interests in Singapore.
What is a Nominee Director in Singapore?
A nominee director is a board member based in Singapore who fulfils the statutory local-director requirement under the Companies Act. Unlike an executive director, the nominee’s role is not to manage the business but to act as the local statutory representative of the company.
Since June 2025, changes to the Corporate Service Providers (CSP) Act mandate that only registered Corporate Service Providers (CSPs) can facilitate the appointment of a nominee director. This added oversight is designed to protect companies and ensure only qualified, vetted individuals take on the role.
As part of the process, the CSP is responsible for ensuring the nominee meets all legal eligibility criteria. Your nominee must:
- Be at least 18 years old and a natural person (not a corporate entity).
- Ordinarily reside in Singapore (citizen, permanent resident, or eligible work pass holder).
- Have no past convictions involving fraud, dishonesty, or specified corporate/financial offences (in Singapore or overseas).
- Not be bankrupt and free from disqualifications under the Companies Act.
Does Your Company Need a Nominee Director?
You’ll need a nominee director if your company has no board member who is a Singapore citizen, permanent resident, or eligible work pass holder. This applies to incorporated companies (private and public limited companies), but not to foreign entities like branch offices or representative offices, which follow different local representative rules.
For most foreign-owned companies, this requirement arises in three common scenarios:
- Company Incorporation: When all founders or directors are based overseas, you must appoint a resident director before registering the company with ACRA.
- During relocation or work pass application: If a foreign director plans to relocate to Singapore, a nominee director can serve until their Employment Pass or EntrePass is issued.
- Ongoing statutory compliance: Companies managed from abroad keep a nominee director in place to meet the residency requirement at all times.
While not required once a resident director is in place, some companies retain a nominee director to provide ongoing local oversight. They act as a trusted representative for all statutory matters and help maintain the company’s corporate presence with ACRA.
Roles and Responsibilities of a Nominee Director in Singapore
Once appointed, a nominee director becomes a full director under the law, with the same statutory and fiduciary duties as any other member of the board. The difference lies in their scope of management: they handle statutory and regulatory obligations, not daily operations.
Their core responsibilities include:
- Filing annual returns, financial statements, and other ACRA submissions within statutory deadlines.
- Keeping statutory registers accurate and up to date (including shareholder and director details).
- Reviewing and signing board resolutions where formal approval is required.
- Declaring any conflicts of interest to the board.
While they don’t take part in operational or strategic decision-making unless specifically authorized, nominee directors share the same personal liability as regular company directors for breaches of the Companies Act.
Missed filings, inaccurate records, or non-compliance can result in severe consequences under Singapore law, including fines of up to SGD 100,000, disqualification, and in some cases, imprisonment.
Singapore’s High Court has reinforced that directors, including nominees, must demonstrate active roles in overseeing company affairs. This makes it crucial for you to appoint someone who not only understands the role’s legal weight but can actively safeguard your company’s compliance.
How to Appoint a Nominee Director: Step-by-Step
As explained earlier, you’ll have to appoint a nominee director in Singapore through a licensed Corporate Service Provider (CSP) under a paid arrangement. The CSP confirms the nominee’s eligibility, ensures they meet statutory requirements under the Companies Act, and conducts full due diligence before filing the appointment with ACRA.
As your registered CSP, Emerhub experts handle the process end-to-end– from connecting you with a trusted local nominee to putting a clear service agreement in place. We’ll also file the appointment with ACRA on time. Here’s how our arrangement takes place:
Step 1. Draft the Nominee Director Service Agreement
Before lodging your appointment with ACRA, we’ll formalize the arrangement through a written agreement covering a comprehensive list of terms, including:
- Scope of authority: What the nominee director can and cannot do on behalf of the company.
- Statutory duties: Carry out all legal and filing duties as required by the Companies Act.
- Confidentiality and data protection: Safeguarding sensitive business information.
- Indemnities: Outlining how the company will protect the nominee director from liabilities arising from actions taken in good faith.
- Termination terms– Specifying notice periods, handover requirements, and dispute resolution processes.
Step 2. Lodge the Appointment with ACRA
Once a nominee director has agreed to the role, your company must complete all internal formalities to lodge the appointment with ACRA. This includes verifying the director meets the Companies Act eligibility criteria, passing a board resolution, and signing the formal nominee director service agreement.
Emerhub experts can prepare and lodge all required documentation, including:
- Board resolution: Formally recording the decision to appoint the nominee director.
- Director’s consent to act: A signed declaration confirming acceptance of the role.
- Personal particulars: Full name, identification number, residential address, nationality, and other details required by ACRA.
This must be filed within 14 days of the board’s decision. While ACRA does not “approve” appointments as with permits and licenses, it will reject the filing if the nominee is ineligible, required information is missing, or the nominee appears on its disqualified list for reasons such as bankruptcy or a court order.
⚠️ This agreement is the foundation of your working relationship. It sets clear boundaries, defines responsibilities, and provides legal safeguards for both the company and director.
Emerhub can help you ensure airtight terms that meet Singapore’s legal standards and support a transparent working relationship.
Step 3. Notify Authorities and Maintain Ongoing Compliance
With the appointment lodged, the nominee director’s details will now appear in ACRA’s public register. From this point onwards, you must notify ACRA within 14 days of any subsequent changes, such as updated personal particulars, resignation, or the appointment of a replacement.
By law, you must also maintain an up-to-date Register of Nominee Directors (ROND) at your registered office. This involves recording the nominee’s details and appointing shareholders, and updating the register within seven days of any change. It must also be available for inspection by authorities upon request.
Failing to update ACRA or maintain the internal register can lead to costly fines per offence, and in serious cases, disqualification of the director. Emerhub helps you keep both public and internal records compliant to maintain your good standing with regulators.
Emerhub’s Nominee Director Services with Full Compliance Support
For many foreign-owned companies, appointing a nominee director is a practical way to meet Singapore’s local director requirement. However, like most nominee arrangements, this appointment comes with significant risk if you’re not careful. Because this individual is legally responsible for the company’s compliance, you’ll need a structure in place that protects both your company and the director.
Emerhub’s nominee director service– starting from SGD 2,300 per month, gives you a vetted local director backed by a clear compliance framework. This includes:
- A tailored service agreement defining authority limits, duties, and reporting lines.
- End-to-end ACRA appointment handling, from board resolution to BizFile+ submission.
- Regular updates to statutory registers, timely filing of annual returns, and accurate record-keeping.
- Optional integration with our other corporate services, to have your incorporation, registered address, and bookkeeping managed under one team.
Need a nominee director in Singapore? Fill out the form below and our team will tailor a compliance package that covers director services and more.
Frequently Asked Questions About Nominee Directors in Singapore
Yes, foreigners can fulfill this role provided they meet the resident director requirement. This means they must be ordinarily resident in Singapore, either as a citizen or a permanent resident.
It’s worth noting that foreigners on an Employment Pass can only be directors of the company that sponsors their pass, making it rare for them to serve as nominee directors. This is why most foreign-owned companies engage a registered CSP such as Emerhub to provide a qualified local nominee for incorporation and statutory filings.
Both nominee and regular directors have the same legal obligations under Singapore’s Companies Act. The key difference lies in their role and level of involvement in the company.
A nominee director is appointed mainly to meet the requirement for at least one locally resident director. Their involvement is limited to statutory matters such as ensuring annual returns are filed on time, signing board resolutions, keeping statutory registers up-to-date, and confirming that ACRA filings are accurate.
On the other hand, a regular director is usually involved in managing the business– setting strategy, managing staff, approving budgets, negotiating contracts, and overseeing sales and operations.
Costs vary depending on the service provider you engage with, your company’s risk profile, and whether a security deposit is required. Fees generally range between SGD 2,000 and SGD 5,000 per year. With Emerhub, our service packages start from SGD 2,300 per year.
Higher fees may apply for companies in regulated sectors or with more complex compliance needs. Get in touch with our on-ground experts for a full cost breakdown tailored to your business.
This is because Singapore’s Companies Act requires you to have both, but at different stages. At least one director must ordinarily reside in Singapore at the time of incorporation, which is why the nominee director is often the first appointment for foreign-owned companies.
By contrast, a company secretary must be appointed within 6 months of incorporation, so this role is normally filled later. While the secretary handles filings, registers, and deadlines, only a director can meet the statutory resident-director requirement and be legally accountable for the company from day one.
Emerhub can provide both– a vetted nominee director to meet residency and accountability requirements and a qualified company secretary to manage filings, registers, and deadlines.
Fill out the form below for a tailored service package that keeps your business fully compliant.
