Can a foreigner act as a local director of a Singapore company?

Yes, provided that the foreigner is considered a Singapore resident. To qualify as a local director, they must hold a valid Employment Pass, EntrePass, Dependant’s Pass, or ONE Pass, and have a registered local address in Singapore.

Can a foreigner be a director of a company in Singapore?

Yes. Foreigners are allowed to act as directors of Singapore companies, provided that at least one other director of the company is a local resident who meets ACRA’s residency requirement.

Can a nominee director also be a shareholder of the company?

Yes, a nominee director may also be a shareholder, although this is uncommon in practice. Their role is primarily to meet the local resident director requirement, and it is usually kept separate from any ownership or management involvement in the company.

How can a nominee director resign from a company in Singapore?

A nominee director may resign by providing written notice to the company. However, the company must appoint a replacement local resident director before the resignation takes effect to ensure continuous compliance with ACRA’s requirements.

Is it legal to use a nominee director in Singapore?

Yes. Appointing a nominee director is fully legal under the Companies Act, as long as the arrangement is properly documented and the nominee director continues to fulfill all statutory duties and responsibilities.

Can I replace a nominee director after getting my work visa?

Yes. Once your work pass (such as Employment Pass, EntrePass, or ONE Pass) is approved and you have established a Singapore residential address, you may be appointed as the local director and remove the nominee director from the board.

Nominee Director in Singapore:
Definition, Role & Appointment Process

Last Updated: Oct 2025

To register a company in Singapore, the law requires at least one locally resident director. For many foreign founders, this rule is a hurdle since they do not yet have a local partner or hire. The solution is to appoint a Nominee Director (ND), a local resident who fulfills the statutory requirement but does not take part in daily business decisions.

This guide explains what a nominee director is, when you need one, how nominee director services work in Singapore, and how to appoint a trustworthy nominee director.

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Key Takeaways About Nominee Director in Singapore

Every Singapore company must have at least one locally resident director.

Foreign entrepreneurs setting up a Singapore company often meet this requirement by appointing a nominee director. A nominee director fulfills this statutory requirement but does not participate in business operations.

Even without day-to-day control, a nominee director carries legal duties and potential liabilities under the Companies Act.

Nominee directorship can be either ongoing or temporary, lasting until foreign founders hire a local executive or secure a valid work pass such as an Employment Pass.

Professional nominee director services are provided under strict agreements that define rights, limitations, and safeguards. Selecting a reputable and experienced service provider is critical to ensure compliance and protect your company.

What Is a Nominee Director?

In Singapore, every company must have at least one director who is a local resident. Foreign founders who cannot meet this requirement typically appoint a nominee director through a corporate service provider.

A nominee director is a Singapore resident who fulfills the statutory requirement but does not control or manage the business. They serve only as the official local director on record, while the company must appoint one or more executive directors to handle daily management.

Professional nominee director services through reputable corporate service providers ensure compliance with the law while protecting your company through clear agreements and safeguards.

Who Needs a Nominee Director in Singapore?

A nominee director is required when none of the company’s proposed directors meet Singapore’s residency requirement. This situation is common for foreign founders who are registering a Singapore company and:

Do not plan to relocate to Singapore and have not hired a local executive, -OR-
Plan to relocate to Singapore but are still waiting for their work visa to be approved.

In such cases, appointing a nominee director allows the company to satisfy the legal requirement of having a local resident director and be incorporated.

Who Can Act as a Nominee Director in Singapore

The Singapore Companies Act sets out clear conditions to ensure that individuals appointed to this role are fit and proper to carry out their responsibilities as a company director. The eligibility requirements include:

Must be an individual

A corporate entity cannot serve as a nominee director in Singapore.

Must be “ordinarily resident” in Singapore

This generally means they are a Singapore citizen or permanent resident. In some cases, foreigners holding valid work passes can also qualify. The person must have a residential address in Singapore.

Must be at least 18 years old

Only individuals aged 18 or above with full legal capacity may be appointed as a nominee directors in Singapore.

No Criminal Record or Disqualifications

The person must not be an undischarged bankrupt, and they cannot have prior convictions or disqualifications that bar them from acting as a company director.

How Nominee Director Service Works

Foreign entrepreneurs usually appoint a nominee director through their corporate service provider in Singapore. Below are the key points that founders should know about the nominee director service in Singapore.

Nominee Director Service Agreement

A nominee director is always appointed under a formal service agreement. This agreement sets out the director’s role, responsibilities, and limitations. It also includes indemnities that protect the nominee from liabilities arising from the company activities. Having such agreements in place gives both parties legal clarity and security.

Scope and Limitations of the Role

The nominee director’s role is limited to meeting the statutory resident director requirement. They do not participate in management decisions, daily operations, or strategic planning. Their involvement is restricted to ensuring that the company complies with the Companies Act and other regulatory obligations. All business decisions remain the responsibility of the shareholders and executive directors.

How Banks and Regulators View Nominee Arrangements

Banks, regulators, and authorities such as ACRA and IRAS recognize nominee directorships as a legitimate arrangement, provided they are properly structured through licensed corporate service providers. However, they also expect full transparency. This means the company must maintain accurate records of its ultimate beneficial owners and controlling parties.

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Role and Responsibilities of a Nominee Director

Nominee directors in Singapore carry the same statutory obligations as any other director under the Companies Act. Although they do not manage day-to-day business operations, they remain legally responsible for ensuring the company complies with local requirements and acts in its best interests.

For a full discussion of directors’ duties and powers, see our Singapore company director guide. Below is a quick recap of the key roles and responsibilities of a Singapore company director, including nominee directors.

Legal and Regulatory Compliance

Ensure that all statutory filings, such as annual returns and financial statements, are submitted to ACRA on time.
Keep proper corporate records, including registers of directors, shareholders, and beneficial owners, as required by law.
Report any changes in company information, such as registered address, share capital, or directorships, within the prescribed timelines.
Ensure the company meets all ongoing obligations under the Companies Act and other applicable Singapore regulations.

Fiduciary Duty to the Company

Act in good faith and always in the best interests of the company and its shareholders.
Avoid conflicts of interest and prevent unlawful or negligent activities.
Support the maintenance of accurate corporate records and ensure transparent operations.
Protect the company’s reputation and financial integrity by adhering to fiduciary standards.

Representation

Act as the company’s local point of contact for ACRA, IRAS, and other authorities.
Receive official correspondence and represent the company in regulatory matters.

Risks and Liabilities of a Nominee Director

While nominee directorship is a legitimate and widely used arrangement, it is important to recognize and manage the potential risks for both the appointed director and the company. Being aware of these risks helps ensure that proper safeguards are in place to protect all parties.

Risks for Nominee Director

Even if not involved in daily operations, nominee directors carry the same legal and fiduciary duties as other directors under the Companies Act.
They can be held personally liable for non-compliance, inaccurate filings, or unlawful company activities.
Exposure to penalties or reputational harm is possible if the company fails to meet statutory obligations.

Risks for Company

If the nominee director acts outside agreed limitations, shareholders may face reputational damage, regulatory scrutiny, or financial loss.
Working with poor quality service providers may increase exposure to compliance failures.
Relying on untrustworthy nominees can lead to conflicts of interest or misuse of authority.

Choosing the Right Nominee Director Service Provider

Selecting the right service provider is one of the most important steps when appointing a nominee director. A reliable provider ensures your company remains compliant while protecting your interests.

Qualities to Look For

Licensed as an ACRA-registered Corporate Service Provider
Clear and standardized service agreements with defined roles, responsibilities, and indemnities
Strong track record of handling incorporations and compliance for foreign entrepreneurs
Transparent pricing with no hidden fees

Red Flags to Avoid

Unlicensed or unregistered providers offering nominee services
Lack of formal agreements or indemnities protecting the nominee and the company
Very low upfront fees with vague or unclear scope of service
Limited experience or absence of credible reviews
Manual paperwork and service delivery operations

Low-Cost vs. Professional Providers

While low-cost providers may appear attractive, they often cut corners on legal safeguards and compliance, which can expose your company to regulatory risks. Professional CSPs may charge higher fees, but they provide peace of mind, robust agreements, and long-term protection for both the company and the nominee director.

Appointing a Nominee Director in Singapore

Appointing a nominee director is a structured process that ensures compliance with the Companies Act while protecting the interests of both the company and the director.

Step 1

Select a Trusted Service Provider

The first step is to engage a reliable Corporate Service Provider (CSP). Your CSP will appoint a qualified individual from their team to act as the nominee director of your Singapore company.

Step 2

Sign the Nominee Director Agreement

A formal agreement outlines the nominee’s role, responsibilities, limitations, confidentiality obligations, and indemnity protections. This contract safeguards both parties and sets clear expectations.

Step 3

Prepare Required Documents

At incorporation: The nominee director’s details are included in the ACRA incorporation application. No board resolution is required at this stage.
Post-incorporation: If appointing a nominee director later, the company must pass a board resolution to approve the appointment.

Your CSP will also prepare the required documents, including:

Consent to act as director
Proof of identity
Proof of residential address

Step 4

Filing with ACRA

The appointment must be filed with ACRA via BizFile+ within 14 days. Once accepted, the nominee director’s information will be reflected in the official company register.

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Replacing a Nominee Director

There may be situations where you need to replace or remove a nominee director, such as when a founder obtains a valid work pass, when switching to a new service provider, or when the relationship with the current nominee ends. The process must follow the Companies Act and ACRA filing rules.

Process for Resignation or Removal

Resignation initiated by the nominee director: The director submits a written resignation letter to the company. The company then files a cessation notice with ACRA within 14 days.
Replacement initiated by the company: The board (or shareholders, depending on the company’s constitution) passes a resolution to remove the nominee director. The cessation must be filed with ACRA, and a new director appointed at the same time.

Staying Compliant During Transition

Every Singapore company must have at least one locally resident director at all times.
A new resident director must be appointed before or simultaneously with the cessation of the outgoing director.
Any changes to directorships must be filed with ACRA within 14 days.
Failure to maintain a resident director may result in penalties and disrupt business operations.

How We Can Help

On our platform, you work with experienced, ACRA-registered teams that provide compliant and transparent nominee director services in Singapore. They operate under strict internal controls and clear legal agreements that protect both the nominee director and your company.

The nominee director service is an integral part of their company compliance offering, not a standalone service. It is available only to clients who engage the CSP team for full incorporation and ongoing compliance support. This approach ensures a complete understanding of your company’s structure, activities, and regulatory obligations, which is essential for managing nominee responsibilities safely and effectively.

If you are interested, review the available incorporation service packages and contact us for a no-obligation consultation.

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Author

Jacqueline Low

Jacqueline has been in the corporate services industry for over 25 years. She has helped thousands of entrepreneurs and business clients understand and navigate the various statutory and regulatory requirements, avoiding expensive mistakes.

Frequently Asked Questions
About Nominee Director in Singapore

The arrangement continues for as long as the company and the service provider agree to maintain it. Several scenarios are possible:

The nominee director service continues on an ongoing basis, typically renewed annually with your corporate service provider (CSP).
If you are applying for a work pass and plan to act as the local director after relocating to Singapore, you may opt for a temporary nominee director service during the interim period.
Even with an annual arrangement, you can usually terminate the nominee director service in accordance with your service agreement, provided a qualified replacement local director has been appointed.

Nominee Director in Singapore: Definition, Role & Appointment Process

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