Nominee Director in Singapore: Rules and Cost

Part 1: The basics

What a nominee director is

A nominee director is a Singapore resident who sits on your company's board. This lets the company meet the resident director rule while you, the owner, keep running the business. The word describes behaviour, not a job title: a nominee is a director who is used to acting on someone else's instructions. Someone can be a nominee director with no contract and no fee.

You will also see the role called a local director, a resident director or a local nominee director. They describe the same appointment. Be careful with "resident director": it is also used for a founder who qualifies in their own right and needs no nominee at all. When a provider sends a quote, check which meaning it is using.

What you are buying

You are buying three things: a Singapore resident who accepts legal responsibility as a director, a written agreement that limits what that person can do, and usually a provider who tracks the filing calendar. You are not buying a manager, a bank signatory or a way to move legal risk off the company.

What a nominee director normally does not do

• Sign on the company bank account, unless your agreement gives them that power (a careful agreement does not).
• Make day-to-day business decisions such as hiring, pricing or choosing suppliers.
• Own shares. Holding shares for someone else is a separate arrangement called a nominee shareholder.
• Take away your control as owner. You control the company through your shareholding.

Why Singapore requires a resident director

Section 145 of the Companies Act requires every Singapore company to have at least one director who is ordinarily resident in Singapore. ACRA, the company registrar, checks this when you register the company and again afterwards. The rule ties the company's legal presence in Singapore to a real person who can answer to regulators.

A foreign founder with no Singapore-based co-founder and no local work pass cannot register a company without meeting this rule some other way. That is the whole reason the nominee director market exists.

Is a nominee director legal? What changed on 9 June 2025

Yes. Nominee directors are recognised and, since 2025, regulated. The Corporate Service Providers Act 2024 took effect on 9 June 2025. Under it, a person generally cannot act as a nominee director by way of business unless a registered corporate service provider arranges the appointment. That provider must first be satisfied that the person is fit and proper, including taking reasonable steps to confirm they are not disqualified from being a director.

In practice this means two things for a founder. A legitimate provider now vets its nominees more closely than before, so expect questions and documents. And you should check that the provider is itself registered before you pay anything.

What the vetting looks at

Providers must weigh factors such as fraud or dishonesty convictions, undischarged bankruptcy, the record of the person's other directorships, and whether they can do the role properly. A nominee with an unusually large number of directorships is a warning sign. So is a provider that skips the checks.

Who can be your resident director

ACRA lists who meets the local residency requirement: Singapore citizens, permanent residents, and valid holders of an Employment Pass, a Personalised Employment Pass or a ONE Pass. The table shows how this plays out in common situations.

Part 2: Your options and the cost

Your four options

A nominee director is one of four ways to meet the resident director rule. The right choice depends on whether you plan to live in Singapore, who else is in the business and how much risk you want to hand to someone else.

The 2025 rules target acting as a nominee director by way of business, so an unpaid favour is not automatically an offence. It is still risky. The friend has the same legal duties as any director, and the same filing obligations apply. A director who is repeatedly convicted of filing offences can be disqualified from acting as a director of any company.

Which route fits your situation

• You plan to live in Singapore within the next few months and can qualify for a work pass: relocate and act as director yourself, and avoid the nominee fee. Check the timing, because the company cannot be registered until a resident director exists.
• You have a business partner or co-founder who is a Singapore citizen or permanent resident: appoint them, put the roles and liability in a written shareholders' agreement, and make sure they understand the filing duties.
• You are a foreign founder who will run the company from abroad: a nominee director through a registered provider is the usual route. Plan to review it each year.
• You expect to hire a Singapore-based manager who could become a director later: start with a nominee and plan the handover, with the replacement appointed before the nominee leaves.
• You are unsure whether Singapore is the right base: compare it with Hong Kong, which has no director residency requirement, before you commit to a structure.

None of these is permanent. The company can change its director arrangement as the business grows, as long as each change is filed on time and the resident director seat is never left empty.

How much a nominee director costs in Singapore

Providers quote roughly S$1,200 to S$5,000 a year for a nominee director, and many fall between S$2,000 and S$4,000. There is no regulated price, so the spread comes from each provider's risk appetite and what is bundled in. Most providers also ask for a refundable security deposit.

How to read a quote

Read the fee as the provider's view of your risk. A simple company with transparent owners and ordinary activity will sit at the lower end. A company with opaque ownership or high-risk payment flows may be quoted at the top of the range, or turned down. That is the vetting working, not a negotiating tactic.

Treat an unusually cheap quote as a warning. A provider charging far below the usual range may skip the checks the law requires. It may also place one nominee on more companies than one person can supervise.

Costs people forget to compare

• The deposit: capital tied up for as long as the arrangement lasts.
• Renewal in year two, which may be priced differently from year one.
• Exit or replacement fees if you later get your own resident director.
• Whether the quote includes the register filings (see below) or charges extra for them.
• Whether banking support, accounting and the secretary are included or separate.

Part 3: Duties and compliance

What a nominee director is responsible for

A nominee director has the same legal duties as any other director. A service agreement can limit what the nominee does in the business, but it cannot reduce what the nominee owes under the Companies Act. Taking instructions from the owner does not remove those duties.

• Act honestly and use reasonable care and diligence in the company's interests.
• Avoid using the position or company information for personal benefit, and declare interests in transactions with the company.
• Make sure the company keeps proper accounting records and files its annual returns with ACRA.
• Keep the company's statutory registers up to date, including the registers of nominee directors and nominee shareholders.
• Act as the local contact for ACRA, the tax authority and other agencies.

These duties are owed to the company, not to the person who appointed the nominee. That is why a good nominee will ask you for documents and information, and may refuse to sign something they are not comfortable with. If your nominee never contacts you, treat that as a concern rather than a convenience.

Paying a provider does not transfer your legal risk. It buys you someone who knows the filing calendar, a written agreement and a registered provider behind them. The company and its directors remain responsible for compliance.

Registers and deadlines you must meet

A Singapore company with a nominee director or a nominee shareholder must keep private registers of nominee directors and nominee shareholders and lodge the details with ACRA's central registers. The duty sits with the company even if your provider does the filing for you. The registers must be set up from the day the company is registered.

ACRA states that no extension of time can be applied for on these filings, and late filing can lead to prosecution and fines of up to S$25,000. Companies that existed before the regime had until 31 December 2025 to make their first lodgement. If your company has a nominee and has never filed, lodge now instead of waiting for ACRA to ask.

The filing is made through the Update Registers of Nominee Directors and Nominee Shareholders service on Bizfile. Ask any provider whether this is included in the fee and who is responsible for it.

Nominee shareholders and the other registers

A nominee director is different from a nominee shareholder. A nominee shareholder holds shares on behalf of the person who really owns them. Companies that have nominee shareholders keep a separate private register for them and lodge the details with ACRA's central register under the same three-step timeline shown above.

Singapore companies must also keep a register of registrable controllers: the people who ultimately own or control the company. ACRA publishes templates and guidance for this register. The practical point for a foreign founder is that using a nominee director does not hide who owns the company from the regulator. Ownership is recorded, and you should expect your own details to be collected and held by the company and its provider.

Banking with a nominee director

A nominee director helps you meet the incorporation requirement. It does not replace the due diligence a bank runs on the people behind the company. Banks check the owners as well as the directors, so expect to provide identity documents, proof of address and details of where the money comes from for the beneficial owners.

Requirements differ by bank and by business activity. Ask early whether the bank can open the account remotely, whether a video call or visit is needed, and who can be an authorised signatory. If you want a bank introduction as part of the formation, say so when you request quotes. The nominee agreement should not give the nominee control of the account unless you choose that.

Part 4: Choosing and appointing

What to check in the nominee agreement

Read the agreement before you pay. It is the document that decides what the nominee can and cannot do with your company.

• The nominee's powers: no bank signing authority and no authority to bind the company unless you decide otherwise.
• Your instructions: how you give them, and the right of the nominee to refuse to act on something unlawful.
• Fees: the annual fee, the deposit, what is included and what is charged extra.
• Term and renewal: how long it runs and how the price can change.
• Replacement and exit: how the nominee is replaced, how quickly, and what it costs.
• Deposit refund: when it is returned and what can be deducted.
• Indemnity: what each side covers if a claim is made against the nominee because of the company's actions.
• Register filings: who files, by when, and who pays any penalty if a deadline is missed.
• Confidentiality and data: who sees your personal details and how they are stored.

Questions to ask a provider, and red flags

Ask these before you pay

1. Are you a registered corporate service provider under the Corporate Service Providers Act, and can I see the registration?
2. Who exactly will be my nominee, and how many companies do they act for?
3. What is the full annual fee, the deposit, and every other charge?
4. What exactly can the nominee do on my company's behalf, and what can they not do?
5. Who files the nominee registers with ACRA, and when?
6. What happens if I want to replace the nominee, and what does it cost?
7. What happens if the nominee resigns or is disqualified?
8. What will you need from me to complete the vetting, and how is my information protected?

Red flags

• The provider cannot show that it is registered, or avoids the question.
• The price is far below what other providers quote.
• There is no written agreement, or you are asked to sign blank forms.
• You cannot find out who the nominee is, or how many companies they act for.
• The nominee will not communicate with you at all.
• Fees for replacing the nominee or ending the arrangement are vague or very high.
• The provider will not say who handles the register filings.

How to appoint a nominee director, step by step

1. Decide your route. Compare relocating, appointing a trusted resident, and using a registered provider.
2. Choose two or three registered providers and ask each for an itemised written quote.
3. Complete the provider's vetting for your company: ownership details, source of funds and business activity.
4. Review and sign the nominee agreement once you are comfortable with the terms.
5. Register the company with ACRA through Bizfile. The nominee is named as a director in the filing and consents to act. The nominee registers must exist from incorporation day.
6. Confirm the three register deadlines and who owns each one.
7. Diary the renewal date and the date by which you would need a replacement, so the seat is never empty.

What to prepare before you start

• A passport copy for each director and shareholder, including the nominee's details from the provider.
• Proof of residential address for each owner.
• The proposed company name, with alternatives in case the first is not available.
• A clear description of the business activity.
• The shareholding structure, including who ultimately owns or controls the company.
• Source of funds details for banking and the provider's vetting.
• Your instructions on who may sign for the bank and who may sign for the company.

Having these ready usually shortens the vetting and the incorporation steps, because most delays come from missing or unclear ownership information.

Common mistakes to avoid

• Choosing the cheapest quote without checking the provider is registered.
• Assuming a pass type qualifies without checking ACRA or MOM.
• Not asking who files the nominee registers, so nobody does.
• Treating the nominee as a manager and expecting them to run the business or sign for the bank.
• Letting the agreement renew silently and finding the price has changed.
• Forgetting to appoint a replacement before the nominee resigns, which leaves the seat empty.
• Ignoring the deposit terms, then finding the refund conditions are unclear when you leave.
• Giving the nominee blank signed forms or broad powers of attorney.

Replacing the nominee later

Many founders use a nominee at the start and switch later, for example when they move to Singapore on a work pass or bring in a local co-founder. The order matters: the new resident director must be appointed first, and only then should the nominee step down. Check what the agreement says about notice and fees, and make sure the registers are updated within the deadlines above.

How StrataLink helps

StrataLink delivers Singapore company formation directly. We advise on the resident director options for your situation. One itemised quote covers the company secretary, registered address, banking support, accounting and annual filings, so you know the full cost before you commit.

Pricing depends on your structure, directors and banking needs, so we confirm everything in writing after a free consultation. If you are also comparing Hong Kong or the UAE, we can compare the three on cost and director requirements.