Written by the VIVOS team and reviewed by Ray Tay. Rules checked against ACRA and the Singapore Statutes Online on 29 October 2026.
Key facts (October 2026)
| Rule | What it means |
|---|---|
| Resident director | At least one director must be ordinarily resident in Singapore, at all times (Companies Act 1967, s145(1)). |
| Who qualifies | ACRA lists Singapore citizens, permanent residents and valid Employment Pass, Personalised Employment Pass or ONE Pass holders. |
| Who can arrange a nominee | Since 9 June 2025, a nominee director acting by way of business must be arranged by a registered corporate service provider (CSP Act 2024). |
| Duties | Same as any director. Since 6 May 2026, a breach carries a fine of up to S$20,000 (previously S$5,000), up to 12 months’ imprisonment, or both. |
| Disclosure | Since 16 June 2025, nominee details go to ACRA’s central register and “ND” shows on the Business Profile. Nominator details are not public. |
| Resignation | A director cannot validly resign if no ordinarily resident director would remain (s145(5)). |
Who needs a nominee director in Singapore?
Any company whose directors all live outside Singapore, usually a foreign founder or a foreign parent setting up a subsidiary. Section 145(1) applies from incorporation and for the life of the company.
ACRA’s guidance on registers of nominee directors (16 June 2025 version) says a person appointed to meet the resident director rule “would generally” be a nominee director. A resident director supplied by a service firm should normally be declared as one.
Who can act as the resident director?
The director must be a natural person aged 18 or over with full legal capacity (s145(2)), must not be an undischarged bankrupt acting without permission (s148), and must not be disqualified, for example after 3 or more convictions for filing defaults within 5 years (s155). Since 6 May 2026, money laundering convictions also disqualify, and ACRA’s revised Form 45 consent asks every new director to confirm this.
ACRA’s residency list covers Singapore citizens, permanent residents and valid holders of an Employment Pass, Personalised Employment Pass or Overseas Networks & Expertise (ONE) Pass. EntrePass holders are not listed, so confirm with ACRA or MOM first. An Employment Pass holder can sit on the board of the employer named on the pass; any other directorship needs a Letter of Consent from MOM.
What does a nominee director do, and not do?
A nominee director is a full director in law. ACRA says you cannot be an “inactive”, “nominee” or “sleeping” director: all directors are responsible, whether active or not. Under s157 the nominee must act honestly and use reasonable diligence.
The law does not fix how involved a nominee is in daily operations. That scope, such as whether the nominee signs bank mandates or contracts, is set in the written agreement with the provider.
What does VIVOS’s nominee director service include?
VIVOS’s foreign-founder incorporation package, from S$4,600, covers incorporation, 12 months of nominee director service, KYC handling and coordination with your Employment Pass application if you relocate. The nominee service then renews from S$3,000 a year.
VIVOS is an ACRA Registered Filing Agent (FA20240323); ACRA converted filing agent registrations into corporate service provider registrations on 9 June 2025. VIVOS also holds MOM Employment Agency Licence 24S2425.
How much does a nominee director cost?
| Item | From (SGD) | Notes |
|---|---|---|
| Foreign-founder incorporation | S$4,600 | Includes 12 months of nominee director service, KYC handling and Employment Pass coordination if you relocate |
| Nominee director renewal | S$3,000 a year | After the first 12 months |
| Corporate secretary | S$800 a year | Required within 6 months of incorporation |
| Local incorporation | S$615 | Where you already have a resident director |
| ACRA fees | S$315 | S$15 name plus S$300 registration, paid to ACRA |
VIVOS prices are published “from” prices, excluding GST and government fees.
What disclosures does ACRA require?
- Nominee to company: nominee status and the nominator’s details, on the incorporation date or within 30 days of becoming a nominee. Changes and cessation: within 30 days.
- Company register: the company enters the information in its register of nominee directors within 7 days. The register is not open to the public.
- ACRA central register: companies incorporated from 16 June 2025 file on the day of incorporation, then within 2 business days of each register update, with no extensions. Older companies had until 31 December 2025.
- What is public: nominee status, shown as “ND” on the Business Profile. The nominator’s identity, nomination date and past arrangements go only to public agencies.
- Penalties: late filing can lead to prosecution and fines of up to S$25,000.
What most guides get wrong
- “A nominee keeps the arrangement private.” Not since 16 June 2025: the “ND” marker is public. Only the nominator’s details are restricted.
- “A local resident director is not a nominee.” ACRA’s guidance says a director appointed to satisfy s145(1) would generally be one, so the disclosure rules apply.
- “Everything changed on 9 June 2025.” The CSP Act 2024, which controls who may arrange nominees, started then. The disclosure and central register rules started on 16 June 2025, under the Companies and LLP (Miscellaneous Amendments) Act 2024.
How do you replace the nominee when you move to Singapore?
- Obtain your Employment Pass through your Singapore company. As a valid EP holder you meet ACRA’s local residency list and can sit on your employer’s board.
- If you are not yet a director, the company appoints you and notifies ACRA within 14 days (s173A).
- Only then does the nominee resign. Under s145(5), a resignation that leaves no ordinarily resident director is invalid.
- Record the change: the nominee tells the company within 30 days, the company updates its register within 7 days and the central register within 2 business days, and notifies ACRA of the resignation within 14 days.
If your pass later lapses, the company needs another resident director.
How VIVOS can help
- Current fees: VIVOS pricing.
- Setting up from overseas: incorporation for international investors and founders.
- Ongoing compliance: corporate secretary services.
- More on resident directors: the full guide.
- Talk to us: contact VIVOS, WhatsApp +65 8827 7870 or email contact@vivos.com.sg.
VIVOS Pte. Ltd. (UEN 202416468C), 14B Stanley Street, Singapore 068733, with offices in Singapore, Malaysia, Hong Kong and the UAE.
Frequently asked questions
Is a nominee director legal in Singapore?
Yes. Since 9 June 2025 a professional nominee must be arranged by an ACRA-registered corporate service provider, and nominee status is declared and filed with ACRA.
Can the public see that my company has a nominee director?
Yes. Since 16 June 2025, a nominee director is marked “ND” on the company’s Business Profile. The nominator’s details are held by ACRA for public agencies only.
Is a nominee director liable for what the company does?
A nominee has the same duties as any director, including acting honestly and with reasonable diligence. A breach carries a fine of up to S$20,000, up to 12 months’ imprisonment, or both.
Can an Employment Pass holder be the resident director?
Yes. ACRA counts valid Employment Pass holders as local residents. They can be a director of the employer named on the pass; other directorships need MOM’s Letter of Consent.
How much does a nominee director cost with VIVOS?
The first 12 months are included in the foreign-founder incorporation package, from S$4,600. Renewal is from S$3,000 a year. Prices exclude GST and government fees, including ACRA’s S$315.
Can a nominee director resign at any time?
Not if they are the only ordinarily resident director. Under s145(5) of the Companies Act 1967 that resignation is invalid, so a replacement must be appointed first.
Sources
- Companies Act 1967 (Singapore Statutes Online)
- ACRA: Corporate Service Providers Act 2024
- ACRA: Transitioning to the CSP Act
- ACRA: Companies and LLP (Miscellaneous Amendments) Act 2024
- ACRA: Setting up and maintaining ROND and RONS
- ACRA: Filing with the Central ROND and RONS
- ACRA: Guidance on registers of nominee directors (PDF)
- ACRA: Requirements for local residency
- ACRA: Choosing company directors
- ACRA: Corporate and Accounting Laws (Amendment) Act 2025 changes
- ACRA: Amendments to Form 45 from 6 May 2026
- MOM: EP holders as directors of another company
Last reviewed: 29 October 2026 by Ray Tay.