A nominee director is a director who acts on behalf of another person or entity, known as the nominator. A director is regarded as a nominee where the director is formally or informally required or accustomed to act in accordance with the directions, instructions or wishes of the nominator.
It is important to distinguish a nominee director from a nominee resident director. Singapore law does not require every company to appoint a nominee director. Instead, every Singapore company must have at least one director who is ordinarily resident in Singapore. Foreign founders who do not otherwise have a suitable qualifying resident director may therefore use a nominee resident director arrangement to meet this local residency requirement.
A director must be a natural person who is at least 18 years old, mentally capable of carrying out the role and not disqualified from acting as a director. Foreign Identification Number (FIN) holders should also confirm with their pass issuer, such as the Ministry of Manpower (MOM) or Immigration & Checkpoints Authority (ICA), that they may accept the appointment and whether any further approval is required.
A nominee director has the same statutory duties and responsibilities as any other company director. There is no concept of an “inactive”, “sleeping” or responsibility-free director under Singapore law. A nominee arrangement may limit the director's involvement in day-to-day commercial operations, but it does not remove the director's legal duties or liabilities.
Under the Corporate Service Providers Act 2024, which took effect on 9 June 2025, a person who acts as a nominee director by way of business must generally have the appointment arranged by an ACRA-registered Corporate Service Provider (CSP). The CSP must assess the proposed nominee director as fit and proper before arranging the appointment.
Companies subject to the applicable requirements must maintain and file information concerning their nominee directors and nominators with ACRA. A current director's nominee status is disclosed on the company's ACRA Business Profile; however, the identity and particulars of the nominator are not publicly disclosed through the Business Profile.
Where a foreign-owned company does not have an individual who can satisfy the resident-director requirement, Apexia Corporate Advisory can provide a nominee resident director service, subject to client due diligence, risk assessment and acceptance requirements. We can also assist with incorporation, registered office, company secretarial, accounting, tax and ongoing compliance requirements.