Statutory Overview & Legal Framework
A Singapore company must have at least one director who is ordinarily resident in Singapore. For overseas founders who do not have a suitable local resident director, a nominee-director arrangement may be used. A nominee director is still a director and remains subject to the Companies Act and ordinary director duties; the nominee arrangement does not create an inactive or 'rubber-stamp' director role. Where a nominee director is provided or arranged by way of business, the arrangement must be handled through a registered Corporate Service Provider (CSP) under the Corporate Service Providers Act 2024. Companies generally must also maintain a private Register of Nominee Directors (ROND) and file the relevant information with ACRA's Central ROND, subject to statutory exemptions.
What a Nominee Director Is Responsible For
points:
Act in accordance with the Companies Act and the company's legal obligations.
Act honestly and exercise reasonable diligence in carrying out director duties.
Take responsibility for required company filings and compliance matters.
Consider the company's interests rather than treating the nominator's instructions as automatically controlling.
Disclose relevant interests and conflicts where required by law.
Avoid acting as an inactive, sleeping or purely nominal director.
important: A nominee agreement may define the commercial relationship between the parties, but it does not remove statutory director duties or prevent legal liability for breaches of those duties.
Register of Nominee Directors (ROND)
what It Is: The ROND records nominee directors and the persons or entities for whom they act. The private ROND is maintained by the company, while ACRA maintains the Central ROND.
private Register
setup: Unless exempted, the company must establish and maintain the private ROND.
location: The company must keep a physical or electronic copy at its registered office or at its registered CSP's office.
update Deadline: Update the private ROND within 7 days when a director becomes or ceases to be a nominee, or when relevant nominator particulars change.
central Register
initial Filing: For companies registered from 16 June 2025, the required ROND information is filed with ACRA as part of the registration process.
subsequent Changes: After updating the private ROND, file the corresponding update with ACRA's Central ROND within 2 business days.
extension: ACRA states that an extension of time cannot be obtained for ROND filing deadlines.
penalty Risk: Late or non-compliant ROND filing can result in enforcement, including prosecution and fines of up to S$25,000.
information Recorded:
Nominee director's name
Nominator's full name or corporate identity details
Nominator's residential or registered-office details as applicable
Relevant identification or registration details
Date the director became a nominee
Date the director ceased to be a nominee, where applicable
Corporate Service Provider (CSP) Rules
effective Date: 9 June 2025
The Corporate Service Providers Act 2024 requires businesses carrying on a business of providing corporate services in and from Singapore to register with ACRA as CSPs.
nominee Rule: Persons acting as nominee directors by way of business must be arranged through registered CSPs, and the CSP must assess the nominee as fit and proper.
compliance: Registered CSPs are subject to statutory obligations including relevant AML, counter-terrorism financing and proliferation-financing requirements.
clarification: ACRA is the regulator and registration authority. A nominee director is not an 'ACRA-registered director' merely because the company appoints that person.
Using and Replacing a Nominee Director
initial Structure: An overseas founder can use an eligible ordinarily resident director to satisfy the local-residency requirement where the founder does not otherwise have a suitable resident director.
replacement: A nominee director can later cease to hold office when another eligible director is appointed and the company continues to satisfy the statutory minimum director and local-residency requirements.
work Pass Warning: Holding an Employment Pass, EntrePass or another Singapore immigration status does not by itself mean that a person automatically satisfies every director or local-residency requirement. The person's actual eligibility and pass conditions should be checked before appointment.
rond Update: When the nominee arrangement ends, update the private ROND within the applicable deadline and then update the Central ROND within 2 business days.
Frequently Asked Questions (FAQ)
A nominee director is a director who acts on behalf of, or is accustomed or obliged to act according to the directions or wishes of, another person or entity known as the nominator. A director appointed to satisfy Singapore's local-resident director requirement can generally fall within the nominee-director definition.
Yes. A nominee director remains a company director and is subject to the statutory duties and responsibilities that apply to directors. The nominee arrangement does not make the person an inactive or sleeping director.
Yes. Under the CSP Act framework effective from 9 June 2025, a person acting as a nominee director by way of business must be arranged through a registered CSP, which must assess the nominee as fit and proper.
The ROND records nominee directors and their nominators. Unless exempted, a company must maintain a private ROND and file the relevant information with ACRA's Central ROND. The private register generally has a 7-day update deadline, followed by a 2-business-day Central ROND filing deadline.
Yes. The nominee can cease to hold office once another eligible director is appointed and the company continues to satisfy its director and local-residency requirements. The company must also update its ROND records for the change.
No. Commercial service fees, deposits and contractual terms are generally set by individual CSP providers. ACRA regulates the CSP framework and nominee-director requirements but does not set a universal nominee-director service price.
Legal Disclaimer: This page is general informational content, not legal, accounting, tax, corporate-secretarial or regulatory advice. Director eligibility, residency, CSP obligations and ROND requirements can depend on the company's structure and the individuals involved. Verify the current ACRA Bizfile requirements and the relevant pass or residency conditions before making an appointment or filing.
Verification Standard: Official ACRA sources checked in August 2026. No government endorsement, approval, accreditation or official verification of this website is claimed.
Primary Statutory References & Government Portals
- • ACRA — Choosing company directors & other key officers
- • ACRA — Company registers: Requirements & deadlines
- • ACRA — Setting up & maintaining ROND and RONS
- • ACRA — Filing with the Central ROND & RONS
- • ACRA — Corporate Service Providers Act 2024
- • ACRA — CSP Act to come into effect from 9 June 2025
- • ACRA — Guidance on Register of Nominee Directors for Companies
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ACRA Compliance at a Glance
Resident-director ruleAt least 1 ordinarily resident director
CSP ruleCommercial nominee arrangements through registered CSPs
Director statusNominee remains a full director
ROND timingPrivate register: 7 days; Central ROND: 2 business days
Documents Checklist
- Company incorporation and director particulars
- Nominee Director Service Agreement, where a commercial arrangement exists
- Any applicable deed of indemnity or commercial supporting document
- Private Register of Nominee Directors (ROND)
- Nominator identification and particulars required for the ROND
- Supporting documents retained for the company's compliance records
- Central ROND filing records and confirmations
Key Pitfalls to Avoid
✕ Treating the nominee director as only a name on the company.
✓ A nominee director remains legally responsible for director duties and cannot simply act as a passive signatory.
✕ Calling every resident director an ACRA-registered CSP.
✓ ACRA registers CSPs separately. A director and a CSP are different roles.
✕ Using the 2-business-day Central ROND deadline for the private register.
✓ The private ROND generally must be updated within 7 days, followed by Central ROND filing within 2 business days.
✕ Assuming any employment or immigration pass automatically makes someone an eligible resident director.
✓ Check the actual residency, director eligibility and pass conditions before appointment.
✕ Assuming a nominee agreement removes statutory director liability.
✓ Private contractual arrangements do not remove statutory obligations imposed on directors.
✕ Ignoring ROND changes when the nominee relationship ends.
✓ The private and Central ROND records must be updated when a director becomes or ceases to be a nominee or relevant nominator details change.